The Blue Box
by BondSlave
Summary: Donna Nobel told him to find somebody. He didn't think he needed anybody. He didn't want to lose anyone again. But then he met Kelsey Johnson, the girl who ran into the TARDIS...literally. Co-written with UnderdogAngel. Pre-Martha Jones.
1. Prologue

**Disclaimer: Doctor Who is © copyrighted to BBC and this story is in no way used to make money nor does it receive prophet of any kind. **

**Authors Note: This fan-fiction is co-written with UnderdogAngel and has been in progress for a month or two at least. It started out as a roleplay on Tumblr and sort of evolved. We hope you enjoy. If you enjoy Doctor Who adventures, and you are a fan of the Tenth Doctor than we hope you enjoy this. **

**Note: The first part of the story is in first person. Once the characters meet up it will switch to third person. Happy reading.**

* * *

Prologue

* * *

_I never noticed. Or maybe I did but chose to forget but… The TARDIS… it's, so very quiet with no one else running about. When I'm not out there on some distant star, just sitting here in my little-big blue box to take time to breathe I find… I find it hauntingly eerie. _

_Not to say that it's actually dead silence like out there in space. No, no. My sexy blue TARDIS makes all kinds of noises. There's creaks and groans, moans and gurgles. Bubbling and whistling and sometimes a random thump from some distant room… not sure what that is. She sings… but… it's not the same as having another person on board. _

_I used to be…okay, being by myself. Or maybe not. Maybe I was never okay. Maybe I've just been lying to myself this entire time and only now realized it. THIS is why I don't take breathers. This is why I never stop! THIS! It gives me time to think about these things. These little insignificant things that… that make me miserable. _

_The TARDIS whispers to me sometimes. In my head. She tries so very hard, silly old girl. She likes it when I call her that. I can tell by the change in the vibrations underneath my feet. I think she knows I'm sad. We're moving now. I don't know where we're going. She's taking me somewhere. This isn't the first time he's done this. But I won't worry to much about it. She's never disappointed me yet. _

_She's trying to cheer me up. What distracted me in the old days? Surly not what she's suggesting. I was FAR to 'old' and 'stuffy' back then. …Well, maybe…, maybe by that point I wasn't quite as stuffy. _

_She's intelligent you know. She's so brilliant. Unlike some other TARDISes that I once heard of though, she can't speak physically. Poor girl. She never could quite get that worked out. But that's okay. I love her just the way she is. She's perfect in my eyes, if not a little run down. But even for an old girl, who would have thought her capable of this?_

_She's playing with me. She's hiding from me. Brilliant! She's hidden the study. My study. Brilliant girl. Wonderful brilliant TARDIS! No one hides better than a TARDIS…but no one finds better than a Doctor! _

_Now. If I were a sneaky TARDIS, where would I hide the study?_

* * *

_I must admit that my TARDIS is brilliant. She's so, so brilliant. I mean…I JUST found the kitchen again! I've been living off of alien food and that vending machine in the fifth bathroom! I really should map out the layout of this place. _

_But I still haven't found the study. She put the pool where the study was! How BRILLIANT is that? Brilliant TARIDS…but frustrating TARDIS. _

_As I walk around the pool and watch the little ripples I can't help but grow a bit frustrated. She's laughing at me. Snarky blue box! She's teasing me. Teasing me because she's a better hider than I am a finder. Oooh but I WILL find the study. No TARDIS of min will best me at a game of hide-n-seek. _

_I'm still not exactly sure where we're going but I'm beginning to think that this game of hers is to distract me. What is it she's hiding? What is it that she wants to keep a surprise?_

* * *

_I never did find the study. But I've stopped looking. Just for the moment that is. We've stopped moving. The TARDIS has stopped moving. We've landed. I would have kept up with this game of ours if I weren't so curious about what lay just beyond the doors. _

_I headed for the exit but promised her that we would once again pick up on our game when I returned. She offered no arguments or grumbles so I grabbed my coat and headed out._

* * *

I walked out onto a not so busy square. Looking around I spotted a sign with a beat up old yellow smiley face that read: _**Smile you're on camera. **_

It didn't take a moment for me to find the position of the camera. I smiled and waved. I wasn't worried. The TARDIS was out of the cameras line of vision and wouldn't be spotted. I moseyed away from my beloved blue box, sticking my hands in my pockets as I went. It appeared that I'd landed in the middle of an old out door mall. There were twisted blue concrete seats. Square tables and a square pond that at some point was probably used as a fountain.

As I rounded the corner I spotted the signs of life. Not bustling life but life non-the-less. People milling about. They'd probably notice the big blue box back around the corner but they'd ignore it. This place looked pretty old. Why should an old Police Box be any odder?

I approached an elderly woman with curly grey-blue hair. I was sure to smile extra big and friendly as I approached. There was no point in getting pepper-sprayed in the face.

"Hello." I called, warning her of my approach. She started and looked me up and down curiously, if not a bit wearily. She replied in kind, which was my queue to strike up a bit of conversation. "Hi ah, this might sound a bit daft but uh, where am I?" I asked, not surprised at all by the look she gave me. She looked at me as though I were a bit thick in the head… which, I sort of am.

"Redding." She stated in her quite cracked voice.

"Redding? Redding California?" I beamed. "I'm in America! Oh well that's different." I looked around and smiled. I didn't often travel to America. I mostly traveled to the UK when passing by Earth. But despite that, I am a lover of all the world and was no less excited at being back to my favorite planet.

"That's brilliant." I spun about as the old woman started walking past me. Obviously done talking to the loon in the pinstriped suit.

"Oy, ah,another daft question. What year is it?"

"2012. You'd better get your head on straight young man. Get off those drugs!" She barked before rounding the corner and disappearing. I smiled and turned to continue adventuring through Redding.

* * *

I wandered around what I assumed was the downtown area of Redding. The buildings were old, most of them made out of brick, and the are seemed a bit under populated for a city. There were no real businesses save for the usual ones, one expects to find. Fast food restaurants, gas stations and some small medical buildings. Over all it looked a bit run down. But despite all of that it was actually quite lovely. Charming.

I walked around for what felt like hours. I was offered a free cup of cucumber frozen yogurt by a sales lady working at a place called 'Spoon me' on the corner of California and Placer street. I ended up sharing the yogurt with a homeless man sitting on a bench in the middle of the park.

He was a friendly looking fellow who I thought could use the company. He sat separate from the other homeless people who all congregated on a large outdoor stage.

We talked for awhile. Talked while I let him eat most of the yogurt. It was a hot day and he could use it more than I could. We talked about little things. Like the things you appreciate when you have nothing. The way little kindnesses can cheer you up for an entire day and give you that strength to go on.

I learned that he'd lost everything back in 2008. His business had gone bankrupt, his wife had left him (taking their youngest child, a girl who would be about eighteen now, with her.) I'd also learned that he'd lost his son in Iraq. He apologized several times for 'boring' me with his pitiful stories but I told him I didn't mind. And it wasn't a lie. I didn't mind. I wanted to listen. I wanted to be that listening ear.

I'd offered him an address for an organization that I knew would be opening soon, telling him that in a few weeks he could go there and maybe get some help. He thanked me and we parted ways.

I wasn't entirely sure why my TARDIS had brought me here to Redding. Maybe she felt I could do with some fresh air and new scenery. Or maybe she just thought I needed some social interaction. Whatever it was, I was convinced I'd accomplished it. It was time that I returned to her. I still needed to locate that study.

* * *

**Authors Note: oh Doctor. You should know that you can't go anywhere without SOMETHING transpiring. Don't fool yourself. Anyway. Hope you enjoy. Will probably update again later. **


	2. Prologue 2

**Authors Note: I would like to thank that UNKNOWN reviewer who reviewed the last chapter. I'm glad that you enjoyed the last chapter, and I'm sure you could write just as well and or better than myself.**

* * *

Prologue 2

* * *

_I really mean it this time. I've got to get out of this little apartment and out of this town. I need to breathe some fresh air and see some new people. Staying here is going to be the end of me. _

…_Okay, maybe I'm being a bit dramatic. But I am certainly fed-up with a certain person of the male persuasion. He texted me at four in the morning last night! Who does that, unless it's an emergency? Crazy people! And I oughta know-I'm crazy! Living alone has only made me crazier, so I definitely should know. _

_And all of his texts-good grief! Does it always have to be "That's my girl" or wanting to snuggle or nuzzle or whatever? Seriously? Does EVERYTHING have to be physical and sound…I don't know…suggestive? It's been like this since the beginning! Always with "babe" and all of that. What sort of girl does he think I am? (Well, he knows I'm inexperienced. Perhaps he's trying to take advantage of that. Though I'm inexperienced, I'm not stupid. Geez.)_

_Well, let me tell you! Kelsey Johnson isn't going to take this anymore! I am going to tell him exactly what I think and get him to stop talking to me like that once and for all!_

…_As soon as I get up the courage to. Which is why I'm leaving the house right now to go for a walk._

* * *

I decided to go downtown for a bit. It's only five or so blocks away to the main downtown area. I tucked a book and my journal into my bag, thinking I'd sit somewhere and read or write for a bit. The afternoon air was warm and dry. It's not quite summer yet, although it's trying its hardest to be as swelteringly hot as possible. A light cool breeze cools my skin, helping to clear my head. I pull my light, green over shirt a bit tighter around my shoulders and started off past the fast food restaurant and the pharmacy, my sneakers tapping lightly on the sidewalk as I went.

I stopped at the corner, looking to my left towards the bridge that goes over one part of the train tracks. My phone vibrated in my pocket as I leaned on the traffic signal button, waiting for the DON'T WALK light to change. I looked to see that it was another text from _him._ I was tempted to chuck my phone into the nearest trash can, but decided against it. I deleted the message and shoved my phone back into the pocket of my jeans.

* * *

I reached downtown a few minutes later. I walked past the old post office (est. 1936) and headed for the train tracks, passing a homeless man sitting on a bench sipping a cup of something. After a quick look to make sure no train were near, I hopped over the rails, watching myself so I wouldn't end up tripping on the ties.

I passed a small park on the right. A group of homeless people sat on the back of the stage, talking and laughing and smoking. I didn't make eye contact as I walked past. I walked along an old brick wall, heading for the Downtown Mall.

It's not exactly a 'mall' like on would probably expect. It's all outdoors. It's more like a lot of little business complexes all smooshed together. There's a frozen yogurt place on the corner, and an Irish pub just past that. Then there's clothing boutiques and hair salons. Real estate offices and copy places. A go kart place and an arcade. A few restaurants here and there…Oh, and the costume shop that I frequented to just look around. I never bought anything, but it was nice to just look at all the things I could be with a simple change of clothes and a different hairdo.

But anyway. It was nice to wander around the Downtown Mall on weekdays. There was hardly anyone there, and all of the tables were empty. I always had my pick of seating.

Since it was always so empty, I decided that it would probably be safe to risk pulling out my book and read wile walking. I'd gotten pretty good at it, and thought I wouldn't have any trouble-no running into things, no tripping… I'd be fine.

But then I should've learned never to underestimate my clumsiness and…well, bad luck.

Anyway, I pulled my book out (a rather thick novel-as all her novels go-by Ellen Hopkins), turned to my bookmark, and started reading, walking on down the concrete paths of the mall.

I passed the costume shop, where one of the employees, Maggie, was adjusting a sign on the outside window. She smiled and waved. I gave her a brief glance and smiled, waving back, then turned back to my book.

Maggie smiled.

"You always have your nose in a book, Kelsey!"

"That's where I like it," I replied with a smile, stopping just past the door, still reading.

Maggie shook her head. "What are we going to do with you?"

"Buy me more books?"

She laughed. "Don't you have to do anything else besides read?"

I shrugged. "Not really." It was what my life mainly consisted of. Besides work and… "Well, other than dreaming, I guess," I said with a smile. "Dreaming about thing far beyond this little town. Just you wait, Maggie. I'll get out of here someday. I'm going to see the world and have adventures all of my own, instead of just reading about them. I'll make it happen. You'll see!"

Maggie smiled.

"Are you ever going to get your head out of the clouds?"

"Who says I want to get my head out of the clouds?" I asked with a smirk.

Maggie laughed again. "You certainly are a strange one, Kelsey…"

"That I am," I said to myself as she turned to go back inside the shop. I continued on, still reading away.

I wound my way down closer to the middle of the mall, where the local AT&T building was, as well as a copy place. Between the buildings were blue benches winding down the pavement. Tall pillars of art stand on either side of the benches. At the end of the so-called alleyway stands a small square pool of water. Every so often, small streams of water flow up from it like a fountain, but it had been turned off more and more lately. Past the pool is the street.

I didn't look up and see all of this-I knew what was there. I'd been here hundreds of times. There was never anything new standing in the Downtown Mall.

Except today. The day my life would change forever.

Just as I was about to turn a page, I ran head-on into something-something hard. I was knocked back-mostly in surprise; my book had taken most of the force of the hit. I laid there, sprawled on the ground next to my book, wondering just how I'd managed to have another personal meeting with the concrete.

I pushed myself up into a sitting position, putting a hand to my head. I looked up at what I'd run into, and couldn't believe my eyes. No wonder my head was throbbing-I'd run into a wooden box!

I tilted my head to the side. But wait. This wasn't just any wooden box. I picked up my book, holding it to my chest as I moved forward to inspect the box.

First of all, it was blue. And it had window, and a light on the top. I walked all the way around it, stopping when I reached the front. Two big doors stood there (both locked), and a sign on the left door that read as follows: Police Telephone Free for Use of Public Advice & Assistance Obtainable Immediately Officers & Cars Respond to All Calls PULL TO OPEN.

I tilted my head once more. A Police Box? I wondered. What on Earth was a police box doing there? It had never been there before, I was sure of that. And why would it be? Police Boxes were only used in the UK, to my knowledge. …And they were really only around in the 1950s. This was 2012!

So, I asked myself again, what was a police box doing here in the middle of the Downtown mall?

* * *

**Authors Note: Alrighty then. The first chapter officially comes next. Yay. Hope anyone whose read the first chapter and now this chapter will be looking forward to it. Also, the first chapter will be much longer. **


	3. Chapter 1

**Authors Note: Thanks goes to not written for reviewing the last chapter. It means a lot. I hope you enjoy the rest of the story.**

* * *

Chapter One

* * *

The man in the blue pinstriped suit and brown trench coat walked comfortably across the street and through an old sun cracked parking lot. He paused for cars that were coming and going before heading back towards the down town mall. He'd had a good few hours, roaming the city. He'd gotten just what he needed. His brilliant TARDIS knew him to well. But now that he'd interacted with people and had a bit of frozen yogurt he needed to get back and locate hi study, which was still missing. He was determined not to be bested by a sneaky, clover blue box in a game of hide-n-go-seek!

He rounded the corner, side stepping a young oriental woman and her child as he headed back to the place where he'd left the TARDIS. Or, rather, where the TARDIS had parked herself and let him off.

A curious frown creased the Doctor's brows as he approached. A young girl was poking around the TARDIS. That was weird. Most people didn't bother the box. He approached and scratched the back of his head.

"Hello."

The short brunette jumped at the voice, and slowly turned round. She looked questioningly at the tall, lean man standing before her. She looked him up and down, taking in his suit and long coat, not to mention his brown hair that seemed to stick up in every possible direction. And she didn't fail to notice his converse sneakers.

'_Hmn. Interesting. Was he talking to me? Only one way to find out.' _She straightened up, still holding her book to her chest.

"Hello," she replied.

"Hi." He offered her a friendly smile to help ease her obvious discomfort. He walked around her a bit, easing nearer towards the TARDIS. "How are you?" He asked, clasping his hands before him. He couldn't really just burst out and say _"what are you doing poking around my TARDIS" _without giving away the fact that this big blue box was actually an alien space ship. Cause, once TARDIS was mentioned he couldn't help but explai what she was. She deserved that. A proper introduction for a proper lady.

The girl looked him up and down a second time before he caught her gaze. Well, at least he wasn't asking her for a cigarette or a lighter. Already, the conversation was shaping up to be the best she'd had with a random person on the street in the entire town. But besides all that, she did notice the way he eased himself nearer to the police box. Did he know something about it? Even if he did, she figured it would seem odd if she just came right out and asked him. So, starting with small talk it was.

"I'm good," she replied, a little more calm than she had been a moment before. "And you?"

"Oh good, good. Bit hot out today." He stated simply with a nod of his head. He looked around the open plaza as he ran his fingers through his wild and messy, yet some how seemingly well kept hair. "wasn't expecting this kind of weather." he looked back at her, smile falling back into place. He looked the girl up and down without drawing to much attention to the fact he was doing so.

She was small and lean with long wavy brown hair and bleu eyes and some very pale skin. He chalked her up to being the kind of person who didn't venture outside often. She had a softness to her that one only got from staying indoors and out of the suns harmful UV rays.

"Anyway…what were you doing to this uh, this mnn blue box?" He asked, leaning his elbow against it and crossing his ankles in a fashion that could have conveyed curiosity and cluelessness. But due to the twitching of his fingers, which messed with his hair, it was obvious he was anything but curious about the blue box, but more so with why she'd been near it.

The man definitely looked a bit nervous and…well, anxious as he asked the girl about the box. And talking about the weather? Yeah, nervous. But the girl shook that away to answer his question. If she shared some information, maybe he would do the same.

"Oh, I… I wasn't doing anything to it," she told him. "I was just…walking along and reading-" She tightened her one hand on her book. "-and I didn't know it was here. So I sort of…ran into it." She looked at him, gauging his reaction.

He couldn't help the smile that stretched his face as he pushed off of the blue box, running his hand across his mouth to try and stop from laughing. He bowed his head a moment as he gathered himself before shoving his hands in his pockets and looking at her.

"Ran into it ei? Well that' never happened before." he tilted his head to the side when a buzzing sound filled the air between them. He knew the sound to be a cell phone text message alert when put on silence. He leaned his back against the TARDIS and crossed his arms comfortably.

She narrowed her eyes at him a bit at his attempt not to laugh ath er. What was so funny about her running into a big blue box? …Okay, so it might've sounded funny. But it still hurt! Wait, she thought, _"never happened before?" _What does he mean by-

She started at the sudden vibration in her pocket. Her cell phone-again.

"Oh, um, excuse me…" she said quietly, digging into her pocket for her phone. She pulled it out, moving a strand of hair out of her face as she clicked a button and read the text message.

**-nuzzles- You okay?**

Again, she resisted the urge to chuck her phone away somewhere. To anyone else, it seemed a harmless enough message. But she'd been in this for too long and seen this too many times. She knew better. And she was tired of it.

Like she had earlier, she deleted the message and put her phone back in her pocket.

"Sorry about that," she said. She looked back at the man. "Now what were you saying?"

The man didn't respond to her question immediately. He was looking curiously at her pocket.

"What was that about?" He asked looking at her finally. The slight frown lines that had appeared on her forehead and the slight furrowing of her brows hadn't gone unnoticed. He was a bit curious. And the only way to stave off curiosity was to investigate and get answers. And what better way to do so than to ask? She shook her head and waved a dismissive hand.

"Oh, nothing. It's… It's nothing."

She looked back at the man for a moment. His eyes locked with hers once more. The somewhat concerned, curious look in his brown eyes… She suddenly wanted to tell him everything. Wanted to tell him about _him_ and all that she was frustrated with. Why? Maybe because no one had looked that curious about her in…what, years? At least since she moved to this town.

What was that saying? _"If you can't tell your troubles to a stranger, who can you tell?" _Or something like that.

She bit her lip for a moment.

"Really, it's nothing," she repeated, looking down. "Just something I'm dealing with. …With a guy." She looked up again, waiting to see what he would say.

Most people she knew didn't want to hear about relationship stuff. Couldn't be bothered with it. They all had their own troubles, after all. They had no time for her and her worries and frustrations. Would he be the same?

He pushed off of the wall of the blue box and crossed to the square table just behind her where he hopped up and sat on the table top, his red converse resting on the bench. He rested his elbows on his knees and his chin on his hands and offered her a small smile.

"So this guy, is he your boyfriend?" He asked, that same curiosity shining in his brown eyes. She looked at the man, blinking. _O-kay then. Not the response I was expecting. …But I think I like it._

"Um…" She took a few steps away from the blue box, stopping in front of him. "I…guess you could say so, yes." She looked away, thinking about that for a moment. She nodded, almost to herself. "Yeah, he is." It was as if this was the first time she'd actually thought about and realized that. She gave a soft, sarcastic laugh. "Or as close as I've ever or will ever come to having one," she said quietly.

"So…he's your boyfriend but not an official boyfriend so he's a…fake…boyfriend?" He frowned and cocked a brow as though the mere thought gave him a headache. He sat up a bit and ran a hand through his hair, scratching his scalp before looking at her with a curiously confused look. "That doesn't make much sense."

The girl started, blinking at him once more.

"What?" Her brow furrowed and she shook her head. "No, no, no, he's… He's not a fake boyfriend. …Okay, you got the 'not official' part right, I guess…" She exhaled, shifting her weight to her other foot. "No, you're right. It doesn't make very much sense at all."

She sighed. "You see… I can't really call him my 'official' boyfriend—at least, not in my eyes—because we've…never met." She looked at him. "We met online. I've never actually met him in real life. Like…physically, I mean." She raised a brow. "Okay, I'm making this more complicated than it is…"

"Long story short," she said, "he's not a fake boyfriend, though I don't consider him my official boyfriend. We're just sort of…together. In a way. …If that makes any sense at all."

She facepalmed, shaking her head. _I sound so STUPID right now! "Sort of together"? There is no "sort of together"! Oy vey…_

He looked her over before sitting up and leaning back, his hands resting on the tables surface, his shoulders hunched up a bit as he looked at her.

"You seem like you really want to know the answer." He stated. He cocked his head to the side, his eyes never leaving her. " 'Is he my boyfriend?' or 'is he not my boyfriend?' "

He offered a small, understanding smile. A smile of comfort. A smile to show that even though they had just met, he understood. She wasn't alone and maybe, just maybe he could help her with her confusion.

She stared at him for a moment, but not in shock or confusion this time. That smile he was giving her—there was that feeling again. The desire to tell him everything. To confide in him. To seek his advice. But they'd only just met. How could the urge to tell him be this strong? What was it about his smile that was drawing her in?

She sighed, looking away for a moment, then back at him.

"Yes, I suppose you're right… I would like to know the answer. But…at the same time… I don't want to. I…"

_Don't overcomplicate it_, she reminded herself, biting her lip.

"I…don't think I want him to be my boyfriend. Not anymore. Things are different now. Or maybe I've just realized some things. Or changed my mind. Or…put my trust in the wrong person."

He looked at her with a keen eye for a silent moment or two before leaning forward, his upper body nearly bent all the way over his knees. He clasped his hands in front of his knees and gazed straight at her, his eyes never wavering.

"What if you could get away for a while? Just an hour or two. What if you could go some place so beautiful, so mind boggling that you wouldn't be worrying about him for awhile?" He tilted his head a bit closer, his brown eyes gazing steadily into her wide blue orbs. "Where things like 'boyfriend' or 'not boyfriend' no longer seem to matter." He waved his hand across their line of vision, his fingers waving as though he were sprinkling something between them in the air. "Where thoughts of that nature become…poof…" He smiled at her. "So insignificant."

She could only stare at him. If anyone else had said those words to her, she probably would've laughed and walked away. It would've been nothing more than a funny story to tell someone a few days later. But the way he stared at her, his gaze unwavering, and the steadiness and downright genuineness of his tone made laughing impossible. She couldn't laugh at the idea. Couldn't even conceive the thought.

And his smile. She could see so much in it, and in his warm brown eyes. Comfort. Understanding. Wisdom. Sincerity. When he'd waved his hand between them—it was as if he'd sprinkled, oh…pixie dust or something between them. Now all she needed was faith and trust. But did she have it? Did she trust this man she'd just met? Did she have faith that he could really make her forget about her problems—if only for a little while? She wanted to believe she did.

To have those questions she wanted and didn't want answered seem _"so insignificant"… _Was it worth the risk of trusting him?

Then she realized—_what had she been thinking earlier that day?_ That she needed to get away. What had she told Maggie only minutes before this meeting?

"_I'll get out of here someday. I'm going to see the world and have adventures all of my own, instead of just reading about them. I'll make it happen. You'll see!"_

Was this the start of an adventure? Of adventures she'd dreamed of for years?

She blinked out of her daze, still looking at him.

"I'd say that…I'd do it. If I could get away, even if just for a little while. To not have to think about what's been going on for all this time…and to see someplace that's as beautiful as you say…" She nodded. "I'd go."

"I'd hoped you'd say that!" He beamed, jumping from the table and shooting past her towards the Police box where he spun around on his heal and placed a hand against the door. "Now, you see this? This isn't your average every day willy nilly Police Box. This is something far more brilliant and beautiful." He leaned closer, his face nearly touching the blue painted wood as he gazed back at her. "This is a space ship." He took a step away and waved his arm till he was pointing towards the sky. "I could take you anywhere! Anywhere you wanted to go. I could take you to Mars! Pluto! I could take you to planets and stars beyond this galaxy! I could show you anything and everything."

He continued to beam at her, a genuine excitedness radiating from him. He looked like a child who'd just barged into his parents room on Christmas. His excitement seemed so innocent and genuine. Even though what he said he had to offer sounded so ridiculous.

And it did sound ridiculous.

Space? Was he for real? The sincerity was still there—the childlike innocence. The urge to laugh at him had not surfaced in the slightest. But… space? Where were the cameras? Was she being Punk'd?

She gestured to the great blue box in front of her.

"That… That's a spaceship." She blinked. "Seriously? An honest-to-goodness spaceship?" She stared at him. "Who are you?"

"I'm The Doctor. And yes that is a space ship." He turned, shoving his hand into his pocket before fishing out a little golden key. He pushed the key into the lock and with a click the door unlocked. He pushed the door open with a quiet creek, turning to look back at her. He extended a hand. "Come see." He wasn't smiling. But his eyes still shown with excitement. As though he were about to share his most prized secret with her.

Her breath caught in her throat at the excitement in his eyes. It was almost overpowering. It was spreading to her, making her heart speed up and her mouth go dry. Butterflies whirled in her stomach. She tightened her grip on her book, her knuckles turning white.

_Could she do it? _Could she take those two steps, take his hand, and step into a police box that was supposedly a space ship? Was she going to follow this man called _"The Doctor_"? Was she?

Her phone started vibrating again. She pulled it out and looked at it. Another text from _him._

She looked at The Doctor, who was still holding his hand out to her, then back at her phone. That determination welled up inside her again—the drive to get out. And that last push was all she needed.

She shoved her phone and book into her bag and practically leapt forward, closing her hand around The Doctor's and smiling as she let herself be pulled inside the police box and away from the not-so-busy downtown streets.

Her smile was quickly replaced by a wide-eyed look of disbelief. Wha… _Where was she? _A moment ago, she'd been out in the real world. Now it was like she'd stepped through a portal and entered some sort of impossible place.

_What did I just step into?_

* * *

**Authors Note: I hope you enjoyed this chapter. Chapter Two is considerably longer. Please leave a review if you feel so inclined. It would be much appreciated. **


	4. Chapter 2

**Authors Note: Two chapters in one night. I must really be fighting sleep.**

* * *

Chapter Two

* * *

The Doctor released her hand, trotted around the controls and sat down on the wobbly two person seat, kicking his heals up onto the control board. He beamed at her bewildered face, her wide eyes; eyes that grew wider to try and take it all in. He started wiggling back and forth, rocking in a bit of a childish manner.

"Go on. Say it. I've heard it all before." He beamed and spread his arms wide, gesturing to the control room. "Welcome to the TARDIS!"

She stuttered unintelligibly for a few moments turning and looking all around as she moved farther inside. "It…" She looked at The Doctor. "It's… bigger on the inside." She shook her head, blinking rapidly. "But…how is that possible? I walked all around this thing! Heck, I even ran into one of the walls! How… How does all this fit in that tiny police box? …And what did you call it? The TARDIS? What sort of name is that?"

The Doctor beamed and hopped up, walking around the controls to stand in front of her, his hands shoved into the pockets of his coat.

"Time And Relative Dimension In Space. T.A.R.D.I.S, TARDIS." He said proudly looking around before looking down at her. "It's bigger on the inside. Don't worry about how it fits in, you'd never be able to understand. He beamed and bounced on his feet a bit. "So. Where do you want to go?" He asked, all of the excitement returning to him from before.

_TARDIS? Okay. Never be able to understand? Hmm… Well then. Wait. _She looked up at The Doctor. "Hold on… You don't even know my name or really anything about me. How do you know you can trust me?"

She put a hand on her hip. "And _'The Doctor'_? What sort of name is that? Just _'The Doctor'_? And you said spaceship. As in traveling into space_. 'Time And Relative Dimension In Space'_, right? Why would you have a spaceship? It's not like everyone's just got a police box parked in their garage that doubles as a spaceship! Unless…" She raised an eyebrow, now more curious than before. "Are you an alien?"

The question sounded so preposterous the moment it left her mouth. Why was she asking him if he was an alien? He looked perfectly human! Another stupid question out of Kelsey's mouth… _And I'm asking too much at once. Someone shut me up!_

He smiled and tilted his head to the side, his excitement contained for the moment. He shook his head.

"Why wouldn't I trust you?" He gazed at her with un-moving eyes, eyes filled with genuine curiosity as to why she'd ask such a silly question. "I've just met you. I have no reason not to trust you. You've given me no reason no to trust you." he shrugged his shoulders. "And that's my name. Just The Doctor." He smiled at her, his eyes lighting up. "And yes." He didn't elaborate further. He trusted her to understand. He'd answered all of her questions. Now it was up to her to believe him or not. He'd be more than willing to prove it to her if he had to.

She blinked at his smile. It was giving her that same feeling as before—the butterflies, heart-racing kind of feeling. It wasn't that same feeling you get when a cute guy smiles at you in class. (_Not to say that The Doctor wasn't attractive. Because he was_.) It just… It was a whole different level of…whatever it was. She couldn't find a word for it. But it was a hundred times better than any butterflies she'd ever felt before. They fluttered with hope and promise and excitement and something that she felt couldn't simply be blamed on hormones letting loose in her brain. No…it was much more grand than that, this feeling The Doctor had given her.

He had an interesting logic—trustworthy until proven otherwise. It was refreshing. Wasn't often seen on planet Earth those days.

Just "The Doctor." …_Okay. I guess aliens are entitled to have somewhat odd names._

…_Aliens. He's an alien. I'm on a spaceship called the TARDIS…with an alien that looks like a human. Named The Doctor._

_Yeah, I'm totally sane. But then again…that look on his face… Maybe this is just what I've been looking for—the adventure I've been waiting for. And he hasn't let me down so far._

"…So. If…you're an alien…" She looked at up him. "Does this mean I've just been abducted?" She smiled.

"If that's the case, and if I may ask, Doctor… Just what kind of alien have I been abducted by?"

He smiled a toothy smile, winking at her as the excitement was released and began building up again. It radiated off of him in waves, in thick, intoxicating waves. He leaned towards her, reaching around her and closing the door behind her.

"I'm one of a kind." He said before spinning around and dashing towards the controls. He started racing around the circular control panel that connected the floor to the ceiling. He pressed flashing buttons, turned dials, pulled and pushed levers, kicked at one or two things before picking up a hammer and hitting what looked to be a xylophone.

"And we're off! Off to the stars!" He cried out excitedly. A revving screeching sound pulsed around them as the TARDIS began to shake and tremble before they were moving. The Doctor held tight to the control bored, beaming over the panel towards his new momentary companion. "What's your name?" He asked beaming. "I really should know the name of the person I'm abducting."

She watched him run around the control panel, unable to keep from smiling widely at his manic methods. It was like a mad yet organized dance. He knew every switch and every button so well. It was like he didn't even need to think as he raced about, telling his ship where to go.

She yelped in surprise as the ship started shaking and moving. A loud whirring sound emanated from the tall tube at the center of the room. Not knowing what else to do, she dropped her bag on the floor and rushed up the steps to the control panel's platform, clinging to anything that looked sturdy enough on the board.

She looked to her right at The Doctor, smiling again. She couldn't help but smile back at his beaming face. "Kelsey!" she said over the whirring. "I'm Kelsey Johnson!"

The Doctor smiled and nodded his head at her a bit.

"Welcome aboard the TARDIS Ms. Kelsey Johnson! Hang on tight!" And with that final word he threw one last switch and the rocking and shaking from before intensified. But it only lasted a moment or two before it came to a quick, sudden, jarring halt, sending them both crashing to the floor.

The Doctor laughed from his place on his back, his knees bent up in the air, his hands flailing about his head like some kind of skinny turtle. It was obvious this sort of thing happened often and he took the utmost joy from it.

He looked at her as he rolled over and got to his feet. He smiled and offered her his hand. He didn't say anything. He just smiled and looked at her, hand extended.

"That was fast," she commented, smiling up at him. She reached up and took his hand, helping to pull herself back up onto her feet. She ran a hand over her hair and straightened her shirt and jacket, composing herself and making sure she was still in one piece. Yep, she was still all there.

She looked around. For as a rough a ride as that seemed, the TARDIS didn't look any the worse for wear either. Looked like she knew how to handle herself. A good thing, too, what with The Doctor at the helm.

Kelsey looked at the doors of the TARDIS for a moment, then back at the Doctor. "Where are we?" she asked excitedly.

His smile grew as he looked down at her. He shook his head.

"No idea. I just started the course, the TARDIS chose the final destination. Bigger surprise that way." he said in a calm voice before turning his gaze towards the doors standing on the opposite side of the room. He nodded towards them before looking back at her. "Go on."

She smiled. "Is this how you always start your trips?"

She started for the door. "Because I think I like it!"

She put her hand on the handle of the left door and pulled towards her, taking her first look at what lay beyond the TARDIS doors.

And what she saw there…stole her breath away in the most magnificent way she could possibly imagine.

The Doctor stepped out of the TARDIS hands in his pockets, not even looking back when the TARDIS door closed on itself.

"Kelsey, welcome to Glaciaticopholitrium four. Glacia or Glaci for short." He smiled and looked around. "Haven't been here in ages!" He said as small fluffy creatures with long slender tails with tuffs at the ends hopped by them in a little group of six or seven. One fluffy little creature paused to look back at them. It had long kangaroo like ears and a small door mousy like nose and large pitch black eyes. Really the only thing that made it stick out from the white background. It made a high pitched squeaking noise before vanishing into a cluster of thick white bushes that chimed as fluffy white powder fell from the silver leaves to the white ground.

"Those were DuOlfodims. Sweet little creatures. When you're sleeping they sneak into your bedding and keep you warm. Glacia can get very cold at night." He stated with a nod as he started forward, his feet not making a sound as he walked across the seemingly frozen ground.

He glanced back towards his companion and smiled.

"Well come on." He pointed at the ground. "This here is crystal grass. It's actually trillions and trillions of tiny blades of grass made out of crystal powder. The whole landscape is covered in it. It's a lot like snow but it only ever gets really cold, hard and crunchy at night when the temperatures drop. Otherwise it's as soft and quiet as that powdered sugar stuff you find on donuts." He beamed.

Kelsey stared and stared, her eyes widening as she listened to all The Doctor was telling her.

She was in space. _No, she was on another planet_. On another world. On place called Glaciaticopholitrium Four. With adorable little kangaroo-rat things called DuOlfodims that she just wanted to chase after and cuddle with. And crystal grass… It was crystal, yet soft. It wouldn't cut her. Well, not right then. The silver leaves on the trees and bushes… She could stare at them for hours, she was sure. Then there were the other planets—were they planets or moons?—up in the sky. They looked so close, she thought she could reach out and grab hold of them. It was all so…_beautiful._

She beamed, looking around again. Then she looked at The Doctor. How could she have doubted this man? Look at where she was! She was on a gorgeous ice planet! She'd traveled in a spaceship! She wasn't on Earth anymore! She was gone!

And, best of all…no one could reach her way out in whatever galaxy they were in. It was just her and The Doctor. And the DuOlfodims.

"This place is amazing," she breathed, still beaming, as she jogged to where he was standing. She smiled even wider, looking up at The Doctor, then all around again. "It's all just so…fantastic!" She laughed, overflowing with amazement and utter glee. There were the butterflies again, stirred by her excitement and laughter.

She turned all around in a circle, running her hands through her hair. "I'm… I'm really here. We're really here. We're not on Earth anymore. I'm not dreaming. This is real." She laughed again. "It's all real! This… This is so awesome!"

He beamed along with her sharing in her excitement. Half the fun of traveling with people was seeing them experience something for the first time. It brought back that thrill, that excitement! He lightly tapped her on the shoulder before kneeling down and scooping up a large handful of the white powder crystal, leaving the patch beneath it shiny and more clear than white. He stood holding the handful of powder and smiled sidelong at her before filling his cheeks with air and lightly blowing into his hand.

A cloud of small circular powder crystals floated up into the air, floating and levitating as they circled and spiraled and eddied up into the air. They traveled and slowly made their way back down to the ground, like perfectly circular snowflakes no bigger than the head of a stitching needle.

As they fell and eddied past their ears soft musical notes could be heard. Like when someone rubs their fingers against the top rim of a crystal glass filled with just the perfect amount of water.

Kelsey's eyes widened, her smile widening with them. Music… The crystals made music. Oh, it was wonderful. Spine-tinglingly wonderful.

She turned to The Doctor. "That was amazing!" She shook her head. "Oh, why didn't I meet you years ago?" She exhaled, spreading her arms to gesture at the field before them. "This whole place is just… I don't have words for it. I know no word on Earth to describe what I am seeing right now."

She looked back at him. "And you get to see this beauty all the time? Whenever you want?"

"All of the time. Whenever I want." He beamed. "There is so much beauty out there to see. So much more to inspire." He turned and started forward, clasping his hands behind his back, keeping his stride steady but slow as they walked together. "This planet is a protected planet, sort of like the safari zones on Earth. Unlike the safaris on Earth though there is no 'hunting' permitted here under the declaration of the Shadow Proclamation." A flog of large white-grey beasts the size of a basketball flew over their heads. Their great long leathery wings muffling the air above them.

The Doctor observed them as they walked. "Those are ZaaHrauNodons, Zaahra for short. They're similar to Earth's chiroptera, bats, but they have a life style and cycle more similar to that of salmon." He pointed up at them. "They're heading North. You see those Mountains in the distance. You can just make out the ridge over the top of the treeline there. Well they're heading there to breed. Then in six months they'll fly back this way to head to the ice volcano's to give birth. They make the trek every nine to ten years." He sighed. "Beautiful creatures the Zaahra. It takes them an incredibly long time to mature, but their lives are really rather short."

Kelsey listened intently as he talked, soaking up all the information she could about the creatures that lived on this planet and all the curious things they were seeing. (_Though, at The Doctor's explanation of the Zaahra, she couldn't help but picture a salmon with bat wings. That was just how her mind operated_.)

She asked questions here or there. The typical ones like "What is that?" or "What's over there?" And then others like, "What do you mean by relatively short lives?" or "What's the Shadow Proclamation?" and "What's an ice volcano?"

And he got to see all this majesty whenever he wanted. He got to hop around the universe and see all the wonderful things and oddities tucked away in the corners. The Doctor and his TARDIS, traveling the universe in search of all that beauty and inspiration he loved so much.

But then that made her start to think as they continued walking.

Just The Doctor and his TARDIS… Just him all alone in that bigger-on-the-inside ship?

"Magnificent," Kelsey breathed as they looked out toward the ice volcanoes again, the mountains now a bit closer than they were earlier. She glanced at The Doctor, then looked back at the mountain. She reminded herself that they'd only just met. It wasn't her place to go prying into his life. _Still…_

"So it's just you, Doctor—exploring the universe in search of anything and everything." She tilted her head to one side. "Doesn't it ever get lonely?"

The Doctor explained that about four thousand years ago the Zaahra's average life span had been fifteen to twenty years. He'd also explained that about one thousands years ago the planets population of wild life had nearly been destroyed by hunters, collectors and all other types of people who wanted to use the planet for their own selfish reasons. He also explained that the Shadow Proclamation was law. Space law to be specific. He also explained that an ice volcano was basically like a normal volcano just with ice. But the ice was so cold it burned and steamed and could destroy almost anything in its path.

"But the volcano's here have been inactive for hundreds of years. It would take a major shifting of the worlds magnetic plates to reactivate them. They'll remain dormant for at least another thousand years or so. And by then, who knows. Maybe people will live here. Maybe evolution will take another grand step on this planet." He glanced sideways at her and smiled. "It would be a beautiful thing to witness." he said as they came to a halt. He sighed and looked around at the trees. Crystal powder sang and danced upon a light breeze that had picked up. Causing the silver leaves to shimmer in the lights reflecting off of the planets and moons near by. His expression grew distant as he gazed upon the silver leaves but he didn't stay that way for long. Kelsey's question pulling him out of his thoughts.

He gazed down at her for a moment as he mulled over her question. It was innocent. It always was. But it always reminded him that he was alone.

"Yep. Just me. Me and my TARDIS." He crossed his arms and shook his head, not looking at her. "I have the entire universe, why would I be lonely?"

Kelsey looked at him, tilting her head again. She didn't believe The Doctor for a moment. Even he didn't seem to believe what he'd said. She could read his stance, his gaze, his voice. In this way, he'd given her a completely different answer than he had intended. And maybe that was a good thing.

"Entire universe or not," she said softly, looking up at the silvery leaves shivering in the breeze above them, "anyplace can be lonely. Even if you've got beauty surrounding you at every turn, and all these wondrous things and new ideas and amazing possibilities… I know I'd be lonely if I didn't have someone to share it all with."

She recalled his excitement when she'd agreed to come along with him—his eagerness to take her away to this place and show it to her. People who weren't lonely didn't act like that toward new people. Not exactly like that, anyway. Only people who had known great sorrow and pain that led to their loneliness were so eager to have someone come stand by their side, no matter for how long.

She looked at him. "Everyone needs someone, Doctor. Even—or maybe especially—a lonely traveler like yourself."

He didn't respond to her comment. He merely looked at her with a still face, his eyes filled with the answers. He tilted his head a bit.

"Come on."

* * *

They explored the planet for what felt like hours, but neither of them showed signs of weariness. The Doctor explained the history of the planet and the creatures that lived there. He said that no humanoid life forms had ever lived on the planet and probably wouldn't unless the creatures evolved. He showed her the plant life, explaining each flower to her in great detail.

When they finally came to rest it was at the top of a great hill. A little further up and The Doctor said they'd probably be able to see the valley. He sat down in the grass, knees propped up, fingers flexing in the soft grass beneath him.

"So Kelsey, why don't you tell me a little bit about yourself? You're way out here in space. No one to judge you or frown at you for speaking your mind." He smiled. "What's your life like?" He tilted his head. He really wanted to know. He wanted to know if she went to school, if she had a mum and dad, or just a mum, or just a dad. He was just genuinely curious. That and he wanted to be distracted. He needed a good distraction. Now more than ever.

Kelsey could tell that he wanted such a distraction. She had needed one herself so many times before. And she was willing to oblige.

She sat down next to him in the grass, pulling her legs into a criss-cross under her and closing her hands around one of her ankles, her back curved over slightly. She thought for a moment. _A little about myself? What my life is like? Geez, where to start? What does he want to know? How much does he want to know? _He hadn't seemed averse to hearing all she'd had to say earlier…

She gave a soft exhale, looking at the crystal grass surrounding them. "Well… I live by myself in a little apartment. It's a few blocks from where you found me. I was in school—finished two years at the local college. But couldn't afford my living expenses working part-time. So I left school and started working full-time. Not a total loss. I was never very good at making friends—especially in school. Anyway, I work at the local Barnes and Noble bookstore. It's not a career, but it's decent money. I guess it's okay."

She started poking at the grass in front of her. She could hear unasked questions drifting through the air. But how could she sum up her situation without sounding like she was searching for sympathy or pity?

"I lived with my parents before I graduated high school. But they're not around anymore. '_Accidents happen' _is sort of a bad summation of what happened, but… It was nothing original, nothing significant. It was just…an unfortunate occurrence."

She didn't dare look at him. She could only imagine the sad look that was crossing his face. And she didn't want to linger on that part of her past for too long. "Things happen, and I had to step up and start taking care of myself."

She was quiet for a brief moment. She needed to change the subject. "My life at this point is…relatively simple. And seemingly boring. I spend a lot of time around books. Obviously, since I work in a bookstore, but even at home as well. To the people that actually know me, I'm sort of…infamous for never going anywhere without a book." She shrugged. "I just can't see myself going anywhere without one. It's like tucking a whole other world into my bag and carrying it around with me. Holding a whole world in my hands—a world where I can meet new people and go on adventures I've only dreamed of having…" She laughed softly. "Just before I ran into you—" _Literally_. "—, someone had asked me when I was going to get my head out of the clouds." She smiled wider. "Now look at me. If I wasn't positive I was awake, I'd swear I was dreaming. It's like someone picked me up and dropped me into one of my books.

"It's like you said—I'm way out here in space. There's no one to judge me and even give me a second glance. It's…liberating. It's the most free I've felt in ages."

She shook her head. "Anyway… Besides all that, I spend most of my time dabbling in writing and staving off any lingering boredom with watching movies and TV. …It's an average life, I guess. Still, it's the only one I've got."

Kelsey looked at The Doctor now. She hoped she hadn't bored him. Trying to sum up her life—her existence—the way she had… It just made it seem all the more boring and pointless. What was she living for? Books? No, she reminded herself. For adventure. _For this planet I'm sitting on and the grass below me and the planets and moons above me. What I'm doing right now—where I am right now—that's what I'm living for._

…_But it sure doesn't seem like it, does it? Seems like I was just sitting around waiting for something to happen—for adventure to find me. Hey wait. It did._

A name flitted at the back of her mind, tugging her thoughts toward the issue she'd been trying to get away from. In that moment, though, she wanted it all to come spilling out. She wanted to tell him everything. Wanted to rant and tug at her hair and shout until the silver leaves shook in the air. And she wanted to be told that things were going to be alright. Just once, even if it was a lie, she wanted to hear that it was going to be okay.

She wondered again at this urge to divulge every aspect of her problems to The Doctor when he himself was saying very little about who he was. _I don't know anything about him_. …_That's a lie, but still. I don't know what sort of alien he is, or what planet he's from. Not that I'd know where it is, but I am curious. What do the other people on his planet do? Do they all travel around like him? Do they all have TARDIS ships that look like police boxes, or is his special? How far is he from home? Does he have family? Friends?_

…_Or is he like me—not just lonely, but actually all on his own?_

The Doctor sat and listened quietly as she spoke. Sitting up a bit and wrapping his arms around his knees as he gazed off into the distance. He could just see the TARDIS down the hill. They'd walked quite a distance. He looked at her as she spoke. He could see the questions in her eyes. He had questions to, and he wasn't afraid to ask them.

"What happened to your parents? What was this, unfortunate occurrence?" he asked in a quiet voice.

Kelsey bit her lip for a few moments. She sighed quietly. "Like I said, it wasn't anything or particular importance to…well, hardly anyone but me. Before I moved away, my parents and I lived farther north up in the mountains. Snow isn't an uncommon thing up there. Neither are blizzards and storms.

"It was a stormy Friday night. There was a get-together in town with some of their friends. They invited me to come along, but I opted for staying at home to do nothing. I didn't want to end up standing around for two hours making awkward small talk with adults I hardly knew, and then bugging my parents to leave before they wanted to. Sometimes I think that was the wrong choice, but…"

She blinked slowly, staring out ahead of her. "The roads were icy and visibility was low. My dad was a good driver, but… They never made it to the party. Slid off the road and into a tree. That doesn't always mean total disaster…but fate wasn't on any of our sides that night."

She found it ironic that they'd landed on an ice planet, considering what had happened. She clenched her hands into fists, realizing that maybe The Doctor would feel bad about the TARDIS bringing them here and suggest they leave. She didn't want to leave.

Honestly, looking around at this planet hadn't made her think of her parents at all. Even for all her bashing of snow and ice and all her ranting against it…this planet was breathtaking. Peaceful. A stark contrast to how much she hated the snow and ice of Earth.

The Doctor listened in silence as she spoke of the night her parents died. The night she'd chosen to stay home and do nothing. The night an accident one would usually walk away from turned deadly. He looked at her his eyes hard and sorrowful and sincere. He swallowed, his adams- apple bobbing as he glanced around before looking back at her.

"Kelsey I'm sorry, I didn't know. If I'd known I wouldn't have brought you here." He said in a quiet voice. A pained voice. It was obvious how genuine his apology was. "If you'd like, I can take you somewhere else. Or home." he looked away, turning his gaze towards the opposite mountain ridge. "Homes always an option."

Kelsey looked at him for a long few moments. His apology… She wanted to cry. He really was upset, and truly sorry. On top of that, he was really suggesting taking her home. No, she didn't want that. Not at all. None of it.

"Please don't worry," she said quickly yet gently, blinking away tears. "I'm glad you brought me here. Really, I am. I'm glad we landed on this place. I mean it." She exhaled. "And you know why? Because, for the first time since my parents died…I can look at snow and ice without thinking about them. I can see the snow the way I could before the accident. I can see beauty in it, not just tragedy. Here, it's calm. No raging winds or storms. It's nothing like home. In all honesty…this place… I can't explain it. But it gives me a sense of…peace—one that I've needed for a very long time."

She was quiet for a moment. She raised one of her hands and paused, hesitant. Carefully, she reached her hand towards him and softly rested it over one of his. "Please don't be sorry. If anything, I should thank you."

He looked at her for a moment before the corners of his mouth curved upwards slightly. He rested his other hand over hers and patted it lightly before nodding.

"Good. Good. I'm glad to hear it." he sighed, as though relieved that he hadn't upset her before looking around again. He didn't remove his hand from hers as he surveyed their surroundings. But after a moment he looked back at her and smiled, cocking his head to the side. "So, I've taken you away from a problem but it isn't like me to not bring it up again."

"So what is it with you and this boy? Just curious I swear. Once I've gotten my head wrapped round it I'll drop it I promise." He lifted the hand from off of hers and held it up. "Scouts honor." He rested his free arm on his knee. "What's the story? What's so bad that you've run off with a mad man, an alien no less, in a big but little blue box?"

She laughed softly. Suddenly, what with his little promises and questions and the cheeky grin on his face, even her problems with _him_ didn't seem so important. She felt she could joke about them and then it wouldn't be as frustrating as it was. Their still-touching hands sent those butterflies into her stomach again. He cared. Why, she had no idea. But he cared enough to ask and to be concerned. What a novel thing.

"Well, it's nothing too interesting." Again. _Geez, is there nothing about me that's actually interesting? _"But, since you've promised to drop it once I tell you," she said with a smile, "I suppose I can talk about it a little.

"His name's Paul. Like I said, I met him online—through an art website. I'd favorited some of his stuff—mostly photography of…" Would he know what cosplay is? "…of these costumes he'd made and such. He posted a thank you for the favorites on my profile, and said that I was 'freakin' cute', to quote him directly." _Which I'm so not._

She blushed lightly at the memory, then shook her head a little and continued. "Anyway, one thing led to another, and we started exchanging messages. It all started out innocent enough at first…"

She gave a short sigh. "When I'm upset, I tell myself that it's been this way with him since the beginning—complicated and just…screwed up. But it hasn't always been that way. It seems that way, because things happened so fast, but…it started out good. He made me feel good. He made me feel…pretty and desired." Her brow furrowed slightly. "No one had ever made me feel like that before. I'd never even had someone give me a second thought in regards to anything romantic before." And that was the truth. Kelsey Johnson, forever single and a veritable disease in her hometown. Forever friend-zoned, you get the idea.

"Then…things changed. He kept telling me that my happiness and comfort was the most important, and yet he continued to subtly try to push me farther and farther." She hoped she didn't have to elaborate on that. "There were times when I could stop it. And other times, he succeeded. Other than the accident, nothing has ever put me on such a low than what I allowed us to do. I know that may sound silly since we've neve met in person, but…I have emotional attachments to everything. Even though he was never with me…it felt like he was. And I think that's what scared— _scares_ me the most."

She sighed. "It started out as something I liked and wanted. Now…it's just something I wish I could erase. I wish I could go back and stop it from happening. Or, at the very least, I wish I could've stopped myself sooner. But it's all twisted and tangled and I just want to cut it out of my life, only I don't really know how to without making it worse. Without ripping the stitches and rubbing salt in the wounds. Sometimes that's all I want to do, regardless of the stupid stitches. Seems easier to just cut it off and let it bleed than to saw at it with blunt knife."

She realized she was ranting, but the words wouldn't stop. They just kept on falling out of her mouth. She glanced down at the grass a couple times, wondering if she'd stained it black with all the muck dripping from her lips. But she'd said too much to stop now.

"It always starts as something you want. And then, faster than you think, it turns into a frustrating roller coaster that you want nothing more than to get off of. Except you can't because that restraint is over you, and even if you could get it off, you'd have to jump and you don't know what's on the ground below you—if it's better or worse than staying on—or if there's anyone there waiting to catch you or pick you back up after your fall. So really, in the end, it's fear that keeps you in your seat. And it's either desperation or, for the lucky ones, hope that makes you finally fling yourself over the edge."

She sighed. "I just… I wish I could end it and not look back. Not feel guilty. And I wish I could believe that this hasn't totally screwed me over and that there's still hope for me. Still some grand adventure I've yet to experience—one that's worth waiting for somewhere out there."

She sighed again, realizing her hand was shaking where it lay over The Doctor's. She'd never said any of that out loud before. Never even mentioned Paul to any of her not-so-close friends back home. The only one she'd ever told was her journal, and that hadn't been very much of a release.

She trembled slightly_. I can't believe I just said all that. Oh gosh, now I seem like even more of a loser, don't I? But then I had to go and want to tell him everything! Ah, stupid me! Like all that's reason enough to run off with a strange man—alien—with a blue box for a spaceship. It's just a petty drama about an online not-boyfriend that I don't want to be my boyfriend at all. That I don't want anything to do with. On the grand scale of issues and problems, I'm sure this doesn't even make the top 100. Heck, probably not even the top 1,000!_

Once she'd finished and no more words fell from her lips The Doctor placed his other hand over her trembling one and leaned a little closer.

"Kelsey. Look at me." He requested quietly. An order wrapped in a request. When their eyes locked he leaned in a little closer to keep her eye contact. "Listen to me. It's not your fault. You're not weak or stupid because you let him push you into doing something you were uncomfortable with. And I know it seems so very complicated now, like a thousand pounds of weight is pressed against your stomach, and you'll never be able to get out from under it but I promise you that you will." he smiled. "Trust me. I'm a Doctor. This will pass." He lightly clapped her hand before standing up. He stretched a bit before offering his hand. "Come on. Let's keep going."

Kelsey looked up at him, not moving for a few seconds. For what seemed like the millionth time, the butterflies had started up again in her stomach. _Finally_…someone had said exactly what she'd needed to hear at exactly the right moment in exactly the right way. It didn't sound forced or rehearsed or any of that other crap. He'd looked her right in the eyes and told her that everything was going to be okay. It was genuine and just…perfect.

Tears lightly stinging the corner of her eyes, she smiled and reached up to grasp his hand. "Yes, let's," she said as he pulled her to her feet. No other way to go now, she thought, except forward. _And I'm happy to keep going with The Doctor by my side_. There's still so much to see and so much to do. Enough of this depressing talk and thought! Forget Paul and everything else! Let's go!

* * *

The two of them continued on up the hill, The Doctor chattering away pointing at random points and explaining more odd facts about the planet. It seemed he was nothing more than an excitable walking encyclopedia of facts. His head seemed full of them and he spewed hundreds of silly facts that no one in their right mind would ever bother memorizing. And yet there he was, spewing facts and making them all, as trivial as they were, sound so very interesting.

As they came to the top of the hill he stopped and quickly squatted down, pulling Kelsey with him. He put a finger to his lip and pointed. At the very top of the hill stood a little fuzzy black creature.

It was about the size of a raccoon, with a slender body and long legs. It had an extremely and exaggeratedly long pointed face with large bat like ears and a ridiculously long tail.

The creature spotted them, standing up on it's hind legs like a mirror-cat, ears facing forward. It's bright silvery blue eyes fixated right on them. The Doctor retracted his hand and rested it on his knees.

"Oh look at that. Beautiful, beautiful creature. This is fantastic. They rarely come out during the day. Absolutally fantastic." He licked his lips as he gazed at the creature. "This is Podish, beautiful creatures. They live off of insects and morning dew. They can survive almost anywhere. Even in deserts." He whispered before stilling. The little Podish had flattened it's ears and lowered itself back onto four legs. It's shoulders were hunched, blue eyes wide and curious. It lowered its pointed nose to the ground and sniffed before taking a few tentative steps closer.

"Oh look it's coming over. That's brilliant."

Kelsey looked at the oddly mesmerizing little creature before them, her smile widening at The Doctor's delight and the creature's inching forward. Its glistening blue eyes bored into hers with an intelligence that made her shiver with excitement. The Doctor was right—the little Podish was beautiful. And so cute! Had she not been afraid of scaring it away, she might've simply rushed forward and scooped it into her arms.

A little voice at the back of her head reminded her that this was an alien creature, and she had no idea of its capabilities or defense mechanisms. Though nothing on this planet had seemed very threatening thus far, it was a good thing that voice was still on alert. Who knew what they would run into next? She had to be careful.

She tucked that thought away, though, as the Podish sniffed the ground in front of it again and took another cautious step forward.

After several silent and somewhat tense moments the Podish came to stand right in front of them, ears perking up slightly as it sniffed the air around them, it's shiny black nose twitching slightly.

"That's it, beautiful." The Doctor whispered, causing the Podish to look at him. He lifted a hand slowly. The Podish flattened its ears but didn't move. "Good. Very good. It's okay." The Doctor breathed out quietly as he inched his hand nearer and nearer to the creature. when his hand was a mere few inches away he quickly scooped up the creature, which let out a tiny bark like squeak. The Doctor than stood, turning the creature round so it was curled in his arms on its back. It didn't struggle or put up a fuss. "Good girl. Yes, you knew we were friendly didn't you. Such intelligent creatures Podish. They have low telepathic abilities and scan living creatures with their minds to see if there are any hostile thoughts." he said as he lightly ran a finger under the creatures chin. He turned to Kelsey so she could admire the furry black creature in his arms. "And these ears, oh these beautiful ears, they can monitor heart beat patterns and rhythms. It probably hesitated because I've got two hearts, the pattern might of confused it." He smiled and lightly ran a finger down the top of the creatures small skull, causing it to let out a sound similar to a cats purr as it's blue eyes slid shut.

Kelsey giggled quietly at the Podish's purring. "Oh, it's adorable!" she breathed, trying not to scare it.

She slowly reached a hand forward and patted the Podish's head, running her finger down it like The Doctor had. It continued purring, and she smiled wider.

Low telepathic abilities? she wondered. Well, that's new_! But then what should I expect on an alien planet? Certainly comes in handy for the creature, I'm sure. Being able to tell if someone's out to get you or not just by being near them? If only everyone had that skill. Things would be a whole lot—_

Kelsey started.

"Hold on," she said, still keeping her voice low so as not to alarm the Podish. She looked at The Doctor. "Two hearts?" She blinked. "You have two hearts?" Her gaze flickered to his chest but quickly returned to his face.

He looked down at her as he lightly scratched the Podish' belly and nodded.

"Yes. Yes, Yes I have. Got a problem with that?" He asked cocking a brow at her. When she shook her head he nodded. "Good."

They both continued fawning over the cute creature for several minutes. But when Kelsey brushed the heal of its back leg it let out a high pitched yelp and it's long tail wrapped around the Doctor's hand.

"Ow, okay that's my hand." he said as his fingers turned white. "Okay, okay, shhhhh shhh it's okay." he soothed lightly stroking the poor creatures head. "It's okay, I think you've just startled it. Wait, no." Once the creature had released his hand he knelt down on the ground and, still cradling the Podish, began lightly examining it's back foot. "Hello, what's this?" He asked as he lightly brushed the tip of his finger along the fur. A small metallic _'something' _shown in the light. The Doctor frowned as he looked at it. "Well, that's not right."

_Two hearts… Hmm. Guess his physiology should be a bit different than mine. He is an alien, after all. But what kind? Oh, this is no time for that. Just focus on the Pod—_

She jumped at the Podish's squeal, her eyes widening as The Doctor's hand turned white. She knelt down opposite him, both of them looking down at the Podish.

She looked back and forth from the metallic something in the Podish's heel and The Doctor's frown. She hadn't meant to hurt the little dear! But, from the look on The Doctor's face, something was definitely up that was none of her own doing.

"What is it?" she asked, concerned for the Podish and curious at The Doctor's comment. "What's not right?"

"This planet has no forged metal sources. There all minerals." He looked at Kelsey seriously. "Comfort it, would you? Pat it's head." he said as he tightened his grip ever so slightly around the small creature. "This is going to hurt." He whispered looking the creature straight in the eyes. "And I'm sorry, but I'm trying to help you." He said gently before returning his attention to the creatures foot. "Hold her." He whispered before he pinched the small piece of metal between his thumb and index finger. The Podish let out another loud yelp and wriggled a bit, a low humming coming from the back of its throat. The Doctor licked his lips again as he held the squirming creature. "I know, Oh I know, I'm sorry. I'm so sorry, I know it hurts. Just hold on." He tried to reassure it. He struggled with getting a decent grip on the small metal ball, his nails sliding off of its smooth surface. "Almost… GOT IT!" He said as he pulled the small ball free. The Podish released on last pained yelp before calming down. The Doctor stood, and turned to Kelsey. "Here hold her." He said, practically dumping the creature into her arms. He then turned away and held up the ball so he could examine it.

"This isn't right. This is so not right." He muttered to himself as he looked at the ball which was covered in crusted as well as fresh blue blood. He let his hand drop, ball still held between his fingers and looked around. "How would this have gotten here? I don't understand."

Kelsey bit down hard on her lip as she helped hold the Podish still while The Doctor worked. She leaned her head down next to it, trying to tell it that it would stop hurting in a minute.

"Just hold on," she said, blinking back tears at its screams. "We're trying to help, it'll be okay. I'm sorry, I'm sorry!"

The Doctor finally pulled the object from the Podish's leg, and the little creature started gasping for breath. The Doctor stood, shifting the Podish into her own arms for her to comfort.

Kelsey hugged the Podish to her chest, curling over a little on it. She stroked its head gently, softly putting a hand over the wound on its leg. Warm blue blood slowly seeped out onto her fingers. She soothed the poor little thing, speaking quietly as she carefully rocked back and forth.

"Shh, shh… There, there, little one. You're alright. I know it hurts, I'm sorry," she said. "I'm sorry this had to happen. But you'll be better off now that that's not in you anymore, I'm sure." She placed a soft kiss on the top of its head. "You're gonna be okay, you'll see."

She heard The Doctor's comments and wonderings, but was focused on the Podish and didn't make any sort of reply to him.

The Doctor stuck the metal ball into his pocket and turned to face his temporary companion.

"Come on." he said quickly to her, offering her a hand to help her up. "Somethings not right here."

The Podish gazed at him calmly before wiggling and jumping free of Kelsey's arms. When on obvious sign of protest flashed across her face The Doctor shook his head. "It's alright. She'll be fine. It's a small wound, it will heal up in a day or two." He commented as the little furry black creature trotted away, leaving an occasional blue speckle of blood in the snow.

Kelsey glanced after the Podish for a brief moment. She had to believe The Doctor, no matter how much she wanted to go after the creature and make sure it was alright. The Doctor knew more than she did. Surely he was right and the Podish would be fine.

She looked back at The Doctor and grabbed his hand, pulling herself back onto her feet. "No forged metal sources, yet you find something metallic lodged in an animal's hind leg," she said. "Definitely something wrong with that picture. So what do you think's going on?"

The Doctor didn't release her hand as they walked the last thirty or so feet to the very tip top of the hill.

"No idea. But I'm sure it's nothing good." He said simply as they made their way upwards.

As they reached the top the valley came into view. It was vast and flat. And resting in the center of it was a large factory building. At each corner, about two hundred yards out surrounding the building were tall thick posts that rose at least forty feet into the sky. A red light flashed at the top of each post.

"Well. That's not right." He said as he shoved his free hand into his pocket. He still hadn't released Kelsey's hand.

Kelsey's brow furrowed at the sight of the factory building. It looked so horribly out-of-place in comparison to the natural, clean beauty that surrounded them. What on earth (_or Glacia Four_) was that metal monstrosity doing there?

It was like when you were a child and you saw seagulls in a fast food parking lot for the first time. It made no sense. What would seagulls be doing so many miles from a lake or ocean? And at a fast food restaurant, no less? It wouldn't be until later that it occurred to you that the birds were there for easy food dropped or left behind by people, like french fries or bits of burger.

So…what was the french fry in this situation? What was the factory on the hunt for? Whatever it is, she thought, The Doctor's right—it can't be anything good.

Kelsey cast a quick glance at their still-clasped hands, a light blush crossing her cheeks. She swallowed and lifted her gaze to The Doctor's face. "We're going down there, aren't we?"

She didn't feel scared, oddly enough. If anything, she was curious. What was going on here? And what did it have to do with the animals on this peaceful planet? They had to find out, didn't they? They couldn't just walk away. After all, The Doctor had said that this planet was protected under the Shadow Proclamation. If someone had come here to hurt the animals, then they were breaking space law _(which she imagined was a much larger crime than, say, breaking national law_). Something had to be done. Right?

* * *

**Authors Note: This chapter was supposed to be longer. But twenty-three pages is long enough. So, chapter two has been cut in half. Hopefully no one will mind. **


	5. Chapter 3

**Authors Note: Thanks goes to Cetacea-of-Time for reviewing the last chapter. Glad you enjoyed and found the ending humorous. I hope you enjoy this chapter just as thoroughly.**

* * *

Chapter Three

* * *

He gazed down at the factory, eyes holding some unknown emotion or thought or feeling, and nodded every so slightly before looking at her.

"You bet." He released her hand and began easing his way down the hill, his sneakers sliding ever so often causing him to somewhat slide down the hill, arms extended a bit to keep his balance. "Careful, it's a weebit slippery!" he called back over his shoulder to Kelsey who, if she fell, he wouldn't be able to catch her. Of course, if she fell she'd probably just fall into him and then they'd both go sliding down the hill in a mass lump of limbs. The idea was amusing, but the Doctor kept it to himself.

Kelsey allowed herself a very small smile as she watched The Doctor take a few unsteady steps down the hill. _This should be interesting_… she thought.

Living in ice and snow for most of her childhood, Kelsey had gotten pretty good at maneuvering slippery slopes, despite her inherent clumsiness. So she thought she might just be able to make it down this hill without too much trouble.

At The Doctor's warning, she replied, "I'll do my best," and started making her way down after him.

Unfortunately, she'd put just a little too much faith in herself.

After only a couple steps, her feet lost their grip on the ground and she fell. She landed on her side with an "Oof!" Then her eyes widened as she realized that she was starting to roll down the hill…and that she couldn't stop herself.

She didn't even have time to call out to The Doctor before she rolled into him, knocking his legs out from under him. With a short cry of surprise, he fell too, both of them rolling down the hill together towards the factory below.

When they finally came to a stop at the bottom, Kelsey lay still for a moment, the ground beneath her spinning madly. Her vision whirled, dizziness nearly overtaking her. _Nice moves, Kels,_ she thought, exhaling shortly.

Then her eyes widened and she blushed when she realized that she hadn't landed on the ground—she'd landed on The Doctor.

_Yeah, really great moves, Kels._

With a puff of laughter The Doctor lifted his head and smiled at her. He shook his head and sighed.

"That was fun." He said before wincing a bit. "Although I think I may have bruised my tush." He looked at her again and smiled. "You can get off me now."

With a startled eep Kelsey quickly scrambled off of him. He sat up, running his fingers through his hair, messing it up wildly, as he brushed off the powdered crystal. He jumped to his feet and shook off his coat. Little round crystals eddied around him, and if you listened carefully enough you could hear a somewhat sad melody.

The Doctor gazed up at the building, and the posts that weren't to far away from them. "Oookay. Let's see what we've got here."

Still blushing madly, Kelsey brushed herself off and walked over to stand next to The Doctor. _You're just a total smooth operator_, she thought to herself. _Why don't you go back and bury yourself at the bottom of the ice volcano and wait till it erupts?_

Pushing that (_and the sad melody she'd heard from the crystals_) from her mind, she looked up at the post nearest them, then around it. She didn't see anyone around—no guards or anything. Still, it couldn't be as simple as walking in the front door—or any door. It never was.

She exhaled, putting one hand on her hip. "So…how're we getting inside?" she asked.

The Doctor looked up through squinted eyes at the nearest posts.

"No idea." He walked over to a clutter of bushes near by and broke off a semi large branch before approaching the nearest post. He tossed the stick at the empty space near the post and jumped back as the entire area connecting each and every post lit up and sizzled.

"Ah. Yes. Well, that does complicate things." He said looking down at the demolished stick. It wasn't burned like he'd expected it to be, it was splintered into thousands of little pieces. And littering the ground around it were tiny little metal balls. He knelt down and picked up one of the metal balls. "Someones a bit trigger happy." He said standing and walking back over to Kelsey. "It's not electrical charges as I'd thought it was. It's motion activated. If something crosses between the pillars the two nearest pillars fire hundreds of these little devils at whatever the unfortunate passer by might be." he tossed the metal ball back onto the ground and frowned up at the building. "Probably put it up to scare away the Tirodinions. These wouldn't hurt those beasts, but would scare them off. our poor friend the Podish was probably near by when a Tirodinion got fired at." He sighed and looked at Kelsey. "Tirodinions are fantastic beasts but stupid. And extremely territorial. They're about the size of a rhino but thirty times more dangerous when provoked." He stated with a sigh looking around. "And if this here is put up to ward them off, than that probably means this was a nesting ground. Which also means, we're not alone." He stuck his hands into his pockets.

Kelsey's eyes widened a bit when The Doctor said _"not alone." _She looked around them, her gaze lingering on the nearby bushes, as if she were afraid a Tirodinion would leap out and attack them just for being in their territory. But that was silly. Tirodinions were as large as rhinos, he'd said. You'd need a big bush to hide one.

She looked back at the building, crossing her arms over her chest and thinking. The security system was set up to scare off great hulking beasts. While it couldn't do more than scare the Tirodinions off, she was sure it wouldn't be so ineffective against her and The Doctor. They'd probably wind up looking like that branch. Like she'd thought before, simply walking in was never easy.

"By 'not alone', you mean workers, right? Other people—er, aliens—working inside that factory?" She blinked and raised an eyebrow. "What, do they never leave?" she asked, gesturing to the building before them. "That'd be ridiculous. They'd have to leave to get supplies and things, wouldn't they? Unless they somehow teleported them in, but whatever. They must have some way of getting in and out of the building without getting infused with those little metal things—some way of bypassing the detectors or temporarily shutting them off."

The Doctor glanced at her, but also periodically looked around the surrounding area. "Yes. True. They probably would have to leave the compound at some point, they'd probably have passes, or remote switches or something. I doubt there's anyone monitoring the system from the inside or we'd have already been spotted. It's an automatic set up. Of course, the transporter isn't without merit. But, there's the possibility that there aren't any people on the inside." He pulled a long slender gadget from the inside of his coat pocket and began fiddling with it. "The entire place could be automated, or run by robots. Oh I love a good robot. Unfortunately they're a bit harder to reason with, since they rely on programming rather than oh, free will." He glanced around again before looking at her. "And when I say 'were not alone' no I don't mean people. There are probably some Tirodinion around. They're probably assessing us. Trying to figure out if we're a threat, or if we're food. They're stupid but instinct keeps them from blindly charging. Instinct, great thing for a stupid creature to have."

Kelsey eyed the object in his hand curiously. It was grey and silver and made of metal. There were a couple buttons on it, and a blue sort of cover at the top. What is that thing? she wondered. Also, robots? _We barely have good enough robots to build cars back on Earth. Here, they've got such advanced technology that they could run a whole factory by machines? Wow._

She started glancing around again as he fiddled with the device. "So Tirodinions are carnivores then?" Woulda been nice to know… "Or are they just stupid enough to mistake us as such?"

The Doctor glanced at her.

"Oh they are most definitely carnivores. The only ones worth worrying about on this planet at least." He said as he fiddled with the buttons on the device a few more times before smiling. "Ahah! Okay, now we're in business!" He trotted over to the nearest pillar and without crossing into the empty space and triggering the defense system, started pointing the device at the pillar. The little device buzzed and hummed as he waved it about the pillars surface.

After a moment or two he found an invisible hatch and opened it, revealing wires and circuit boards. He then proceeded to work on them with his little buzzing device.

Kelsey tilted her head as she watched him. What in the world? Whatever that thing was, it sure seemed handy! Glancing around to see if she could spot any Tirodinions about, and still mindful of the defense system, she stepped closer to The Doctor, watching him work on the panel inside the hatch he'd discovered.

She peeked over his shoulder. He seemed to be just pointing the little wand at the wiring. He wasn't even touching them! _How_…?

She swallowed. "What is that, Doctor? That thing you're using?" And was it going to work to get them inside?

He turned to look at her, object now in his mouth as he'd started poking at the wires with his fingers. He looked at her a moment before taking the device out of his mouth. He'd twisted two wires together and than proceeded to point the buzzing gadget at them.

"Ah this, this is a screwdriver. A sonic screwdriver. Comes in handy. Very useful." He said as the wires sparked and a whirring down sound, sounded around them. He stood, sticking the screw driver back into his pocket.

"There, that should do it." He said with a smile, sticking his hands into his pockets before walking confidently between the pillars. He walked ten or so feet before stopping and turning to look back at her. "Well come on. I haven't been littered with holes so it's safe." _Sonic screwdriver?_ she wondered. _Who has a sonic screwdriver? …Kels, remember who you're traveling with._

Casting a quick glance up at the pillar closest to them (_as if she'd be able to see if the sensors had reactivated or not_), she jogged after The Doctor, heading towards the outer wall of the factory.

The Doctor was right—it was indeed safe. Kelsey smiled at him. "However that thing works, I love it! Know where I might be able to get one?" she asked with a grin.

He smiled at her as they walked.

"'fraid you're not qualified to have one. Besides, the Tardis makes them." He said as they walked around the building searching for a way in.

They walked around the complex till they reached the opposite side of the building, where they came across a risen door. The Doctor took the four steps up and once again pulled out the sonic screwdriver. With a short buzz and a click the door unlocked. He smiled over his shoulder at Kelsey before opening the door and poking his head inside. He motioned for Kelsey to follow before disappearing inside the building.

"Now, we have to be extremely careful. We don't know what we're dealing with here and I can't afford for you to get hurt. I have to get you back to Earth in one piece." He said in a hushed tone. "So don't touch anything." He instructed as he pressed another button on his screw driver and it glowed like a torch.

As they wandered The Doctor came to a halt and stepped back, throwing out his arm and pushing Kelsey back against the wall. He put out the screw driver, and put a finger to his lips. They could hear voices from around the corner. The Doctor poked his head around the corner for a moment before leaning in to whisper to his companion.

"There are two security guards around this corner. We'll have to sneak passed to the other hall. I'll go first." He glanced back around the corner again before quickly sneaking across to the other hallway. Gritting his teeth in tension and trying not to breath to heavily.

Once in the other hallway he pressed himself up against the wall and glanced back down before motioning for Kelsey to follow him.

She did her best to quiet her breathing. Her pulse pounded in her ears. She looked at The Doctor beckoning to her and softly exhaled. No more carefree exploring. Now it was time to keep sharp and stay on her toes.

With her back pressed against the wall, she sidled to the edge, peeking around ever-so-slightly. The guards had their backs to her. She couldn't see their faces. She briefly wondered if they were human or not. Focusing back on the challenge at hand, she took another deep breath.

_Remember dance when you were younger_? she told herself. _No stomping around allowed. Take light steps. Believe you're more graceful than you are. Keep your knees bent and go on the balls of your feet. You'll move faster and quieter. Remember that._

With that thought in mind, and not stopping to look at the guards again, she hurried across to the opposite hallway where The Doctor was standing.

She stopped next to him, quietly letting out a breath she hadn't realized she'd been holding. Then her breath caught in her throat again when she heard one of the guards speak.

"Did you hear something?"

Goosebumps rose on her arms and her eyes widened. Had they heard her?

The Doctor looked at her quickly before pushing her down the hall where they scampered until The Doctor pulled her into a little alcove, pushing her against the wall and pressing in next to her, squishing her between the wall and himself. They both held their breath as they heard footsteps at the junction of the hall. The guards no doubt peeking about. When no more sound came The Doctor took a breath and peaked his head around the corner before stepping back out into the hallway.

"Sorry." He whispered to Kelsey before taking her hand and leading her down the hall.

They walked through the building with no other close encounters. But as they walked down a rather dark dank hallway a funny little smell started assaulting their noses. The Doctor had noticed it before Kelsey and had wrinkled his nose and muttered about wondering what it was. He hadn't released her hand and seemed determined to keep her close.

Had the two of them not been hiding from possibly alien enemies Kelsey's might've made some embarrassing reply to The Doctor's "Sorry." Good thing she didn't have time to. (_Though she still had plenty of time to blush about it while her heart was careening around her chest for fear of being spotted by the guards. …And maybe for other reasons as well._)

She kept close to The Doctor as they moved down a dark hallway, holding onto his hand as tightly as she dared. Her heart was still pounding, and she kept glancing around to see if anyone was following them.

She looked at The Doctor, and noticed that he was making an odd face. "What is that?" he mumbled to himself.

Kelsey was about to ask what he meant when she inhaled a rather strange smell. That must've been what The Doctor was mumbling about. It caught her off guard, and she fought to keep from coughing. "Ugh, the smell," she breathed, putting the back of her free hand to her nose. _What the heck is it_? she wondered.

The Doctor scrunched up his nose, his brows furrowing as they came to the end of the hall which turned directly left. He pointed with his free hand.

"Whatever it is it's coming from down here." He said in a quietly strained voice. He pressed the sleeve of his jacket to his nose as they walked to the door to their left. With a quick point with the screwdriver the door unlocked and the Doctor, finally releasing Kelsey's hand, opened it. He glanced at Kelsey before slipping in through the door.

The smell in the room was a hundred times worse and The Doctor balked and pressed his now free hand to his nose. Kelsey doubled over at the smell, tears dotting the corners of her eyes.

They'd exited out onto a raised platform. The Doctor walked to the railing and pressed his hand against the black railing looking out over the room. The room was large and definitely the source of the rancid smell.

The room was filled with long rows of conveyor belts. On every other belt were large lumps of bloodied meat. Blood and bits of fur littered the floor. On the other conveyor belts were the bloodied and unprocessed pelts of the planets indigenous animals.

Kelsey fought even harder to keep from coughing, choking on the smell of death that poisoned the air. She stepped forward to stand next to The Doctor, putting a hand on the rail as well, leaning on it for support.

She put her hands over her mouth and nose, her vision blurring with tears at the sight of all the blood, meat, and fur. "Oh my gosh…" she breathed. She tore her eyes away, looking at The Doctor. "What is this place? Who would do this?" she said in a horrified whisper, her voice just loud enough to be heard over the machinery in the room.

One tear streaked down her face, stopped by her hands. _Who would do such a thing to these creatures?_

The Doctor's expression had hardened, his eyes dark and intense. The muscles in his jaw had stiffened and he'd tightened his fingers around the railing, his knuckles turning white.

"Poachers. They'll sail the furs on the black market. Though some of them will probably end up in some well known factories. No one would question where these furs would come from if they were processed."

He turned away from the railing and marched towards the door. "Kelsey come on." he barked as he vanished back out into the hall.

Kelsey, startled by his change in demeanor (_though not too startled, considering what they'd just discovered_), pushed away from the railing and hurried after him. She gulped in less tainted air as she followed him down the darker hallway, catching her breath.

She gave a soft cough. "Where're we going?" she asked, now right behind him.

"To find those two guards." He stated matter-o-factly before rounding the corner where they'd last seen the two guards. "Oy, hello." He said clapping his hands before him, successfully catching the two guards attention.

The two turned confused and gazed at them. The two guards looked human but were covered in odd tattoos and their eyes were odd even if one couldn't exactly point out why.

"How'd you two get in here?" One guard snapped pulling some kind of gun from a holster on his hip.

"Oh stop waving that thing around." The Doctor snapped. "And it doesn't matter how we got in. All that matters is you take me to whoever is in charge here."

The two guards exchanged looks before snickering to themselves. The second guard pulled a gun as well.

"And why would we do that?"

The Doctor heaved a sigh and held up his screwdriver. With a push of the button and an angry buzz later the two guards dropped their guns which had sparked and began smoking from both ends.

The Doctor lowered the sonic screwdriver and gazed steadily at them.

"Because you only get once chance to do so."

Kelsey's eyes widened from her place behind The Doctor. He excelled at the direct approach, she'd give him that. And it seemed to work. At least, on these two.

The guards did indeed seem human. But their eyes… Kelsey stared at them, trying to figure out what was different about them from her own or The Doctor's. But she couldn't place it. Her vision started to swim the more she stared. Maybe she'd been in that processing room too long— inhaled too many fumes or something.

She stepped closer to The Doctor, eyeing the guards as they looked at each other, as if silently assessing their situation. Kelsey subtly raised an eyebrow. If she were them, she wouldn't have taken her chances against The Doctor and would've just done as he said. His request (_demand_) wasn't too steep, was it? What did they have to think about?

Besides, she wanted to give whoever was in charge a piece of her mind, too. …And possibly give him a taste of the torture he was dishing out.

Kelsey wasn't an especially violent person, but when she had good reason or her temper flared up… What was it Shakespeare wrote in A Midsummer Night's Dream? _"And though she be but little, she is fierce."_ Yeah, Shakespeare obviously got the inspiration for that from Kelsey.

The Doctor's eyes narrowed.

"I suggest you think about your choice very, very hard. I'm in no mood to be trifled with."

The two guards exchanged looks again before nodding and walking passed them.

"This way."

The Doctor nodded and glanced at Kelsey motioning for her to follow. He walked behind the two guards, screw driver still held in hand just in case.

* * *

They followed the two guards for about seven minutes before they came to what was probably the heart of the complex. A large chamber like office. The two guards entered first to either announce they were there or rat them out but The Doctor didn't care, nor did he give them time to do anything. He marched right into the room and stopped in the center.

"I want to talk to whoever's in charge here." he demanded.

"That would be me."

He turned his attention to the window where a very tall very willowy looking woman stood. She had an oval shaped face, with large almond shaped eyes that were the brightest sapphire Kelsey'd ever seen, and no visible pupils. That was what was different about the guards. Even though they looked more human than this woman, they had no pupils. She had light olive green skin and long straight red hair that fell to her hips. She was dressed in a skin tight black outfit, a loose floor length cotton skirt slung around her curvy hips. A slit on either side exposed her legs and showed off her calf high red boots.

She turned to face them, her gaze resting on The Doctor who didn't look at all bothered by her odd appearance. She looked a bit like an insect. She was a good three heads taller than anyone in the room and only had three long delicate looking fingers on each hand. "And what would a fine specimen like yourself want with me?" She asked in a silky smooth voice. Her voice was so sugar coated that it seemed to put the two guards into a trance and even Kelsey seemed affected. Her head started to feel a bit light and her heart beat lazily in her chest as a feeling of _happiness? _washed over her. The Doctor's hard expression remained.

"This is a level 2 planet and is protected under Galactic law. You could get into some serious trouble being here and doing what you're doing." The Doctor warned.

"Galactic law?" The woman asked, crossing her long arms loosely. "What law?"

"This planet is protected under the Declaration of the Shadow Proclamation, and don't try and pretend you don't know what that is. You come from a high level world. You know exactly what you're doing." The Doctor warned.

The woman looked innocently at The Doctor, her arms still folded over her chest. "I really don't know what you're talking about. All I'm doing is replenishing my stock—doing a little commodity buying."

Kelsey tried to shake out of the contented haze the woman's voice put her in. Whatever haze it was, she didn't like it. It was screwing with her head and her emotions, and that was never okay. She glared at the woman, though she was sure it didn't come off as hard as she wanted it to. "Buying?" she asked, struggling to put a snap in her voice. "If anything, you're stealing! Poaching! Murdering!"

The woman shifted her brilliant blue eyes onto the human girl, looking her up and down—seemingly sizing her up. Kelsey suddenly felt very small, as if she were the one that looked like a bug. (_Comparing sizes, Kelsey might as well have been one_.) She kept her gaze locked with the woman's, even though it made her a little dizzy. _Don't let her intimidate you_, she told herself. _Huh…except for the eyes and the hands, she kind of reminds me of Poison Ivy. And I stood up to her and beat her! …Okay, that was a video game, but still! Try not to let her get to you._

But the longer the woman looked at her, the harder it become not to succumb to her trance. She clenched her jaw, as well as clenched her hands into fists at her sides. What was this power this woman had? Kelsey was starting to feel ill, using all her willpower to remain upright and focused.

The woman chuckled softly, the corners of her lips quirking up into something that resembled a smirk. "Another fine specimen," she murmured, her voice sweet as honey. "She must be, to still be on her feet. Such weak beings, humans." She said it half to herself and half to The Doctor, simply thinking out loud.

"And what would you know about humans?" The Doctor quipped, drawing the woman's attention fully back to him. "You're kind have never traveled anywhere near Earth."

The woman uncrossed her arms and let them rest at her sides, resting her weight on one leg causing her hip to jut out and her thigh to be more exposed due to the slit in her skirt. Once again the oddly comfortable trance settled over the room.

"And what would I do with Earth? Earth has nothing to offer me or my trade. What would I do?" She asked glancing back towards Kelsey and gesturing to her. "Skin them and turn them into clothes? No I think not. They are not beautiful at all." She turned her attention back to The Doctor. "But you. You are a fine specimen." She put her hands behind her back in a coy fashion and took several steps closer, bending at the middle slightly so as to be more level with The Doctor. "And what do you think I could make out of you? Hmn?"

The Doctor quirked a brow the corner of his lip turned upwards in a small smirk.

"I'm sure you'd think of something. Your kind have such imagination."

She took another step closer.

"Enough of 'your kind'. My name is Sha'r'la."

"Sha'r'la. Lovely name. Fitting for a woman of your, quality. I'm The Doctor. And I'm here to tell you that under Galactic law you are in some serious trouble. You could be looking at fifty years in prison."

Sha'r'la approached till she was standing in front of him, bent down over him causing him to look up at her.

"Ooh but you wouldn't let that happen to poor little old me now would you?" She asked, unhooking her hands from behind her back and lightly running her fingers down his shoulder and arm. He glanced at her hand than back up at her face.

"If I don't have to. I'm giving you a chance here Sha'r'la. Take your men and leave. Go find stock some where else. Leave this planet and let me be rid of this facility. By doing so you can keep your freedom."

Sha'r'la chuckled again, resting a hand on The Doctor's shoulder. She squeezed his shoulder, looking him in the eyes. "You do care, Doctor." She shook her head a little, never breaking her gaze from his. "But I'm afraid I can't do that. Leave this planet, when its resources are so untapped?" She clicked her tongue. "That wouldn't be very smart of me, would it?"

Somewhere through the fog, Kelsey was aware of what Sha'r'la was trying to do. She was trying to put The Doctor under her spell, make the both of them leave her to her horrid dealings. Did she even have the power to make them forget about what they'd seen? Who could tell?

Kelsey tried to lift her feet to move closer, but her legs refused to obey her orders. They felt heavy and weighted, almost as if all the energy had been sapped from her body, or like she'd been sleeping for twelve hours and just couldn't get herself to move.

_Come on… You…you're hopeless_… she thought dazedly. She'd never been drunk before, but she had an inkling that this was sort of what it felt like. She was certainly as useless as a drunk, that was for sure.

The Doctor sighed and shook his head, gazing up

the woman looming over him.

"Than I'm sorry. But I can't let you keep doing this. Just remember you brought this on yourself." He said before thrusting his hand between them and pressing the button on the screwdriver which released a high frequency blast of sonic energy, knocking Sha'r'la back several feet and shattering all of the glass in the room. She screamed and put her hands over her head, the guards doing the same.

Kelsey winced pressing a hand to her ear when The Doctor pushed her out of the room and out into the hall.

"We have to get to the boiler room. Something's got to be heating this place and heating those incinerators in the slaughter house. It will be the perfect place to set up chargers." He quickly turned a corner following signs that Kelsey couldn't read. He grinned. "Hope you like fireworks because we're going to send this place sky high!"

The farther they got from the room and from Sha'r'la's mesmerizing presence, the easier it became to run. Kelsey could hear Sha'r'la screeching out orders for her guards to follow and stop them. She pumped her legs faster, flying on adrenaline to keep up with The Doctor. No way were they getting caught now. They had to make sure to stop Sha'r'la's little business dealings—for good.

"Sounds like a plan!" she replied. "I love a good light show. But where're we going to get chargers?"

As they ran The Doctor hurriedly stuffed his hands into the inside pockets of his jacket and pulled out a handful of small chargers, each about the size of a half-dollar coin.

"I love this coat! It's BIGGER ON INSIDE!" He yelled in glee as he collided, stopping himself with his arm and elbow, into the door at the back of the hall they'd just come down. "This looks like the place." he said handing Kelsey a handful of the chargers, before opening the door and slipping inside.

The boiler room was hot and humid. The Doctor warned against touching the walls for to long and by no accounts touching anything that looked like metal. He went about to setting two chargers to each boiler, as well as setting up some on the walls.

Kelsey couldn't help but laugh at The Doctor's punny comment about his coat, despite that they were pretty much running for their lives. It was just the sort of effect The Doctor had on people. She had a feeling that, even if it seemed the two of them were about to plunge to their deaths, he'd still find some way of making her laugh.

* * *

As they entered the boiler room, Kelsey shrugged off her jacket and tied it around her waist, then took the chargers from The Doctor. Being careful not to drop any of them, she followed his example and started placing two chargers each on the boilers around her, and setting the extras on the walls. They definitely had enough to blow the factory off the map. _Wonder how he knew we'd need them…_ she thought. _Or does everyone carry explosives in their coats out in space? It wouldn't surprise me._

She turned around, about to tell The Doctor she was finished, when she found herself face-to- face with one of the guards from before. _Crap! _They'd caught up to them!

She hardly had time to gasp before the hulking man clamped a hand around her arm and spun her around, wrenching her hand up behind her back. She cried out in pain. "Get off me, you jerk! Let me go!"

The Doctor spun around, eyes wide as the guard restraining Kelsey looked at him. The Doctor put up his hands.

"No wait, don't hurt her!"

The Guard tightened his hold as the other guard and Sha'r'la entered the room. Sha'r'la was waving a fan before her face as she starred at The Doctor.

"My, my you are a speeding thing. Wouldn't have thought such speeds possible from someone of your...build." She teased, obviously about his rather humanoid appearance. She then turned her attention to Kelsey who was still struggling against the guard holding her. She snapped the fan shut and placed it under the human's chin. "And this one. Who is she?" She glanced back at The Doctor. "An offspring? No, no she's far to common for that. Nothing this simple and plain could come from your loins. So what is she? A lover?" She teased before returning her gaze back to Kelsey. "She looks delicious."

"Leave her alone. She has nothing to do with this. I'm the one! Me. I'm the one who wants to stop you. Just let her go! Let her leave unharmed. You can do whatever you want to me." The Doctor said seriously though his voice held a bit of panic.

"But she knows about this place. Even if we were to let her go, we wouldn't go unpunished."

The Doctor's face darkened and he furrowed his brows.

"But if you don't, you'll get a far worse punishment than having to simply relocate Sha'r'la. I promise you that."

Kelsey glared at Sha'r'la as she put the fan under her chin. Here in the heat of the boiler room, her calming effects didn't seem as powerful for whatever reason. Maybe because Kelsey was already overheating.

What did she mean "delicious"? Was Sha'r'la planning on eating her? That'd be the final irony, she thought. _All those bugs I've killed, and then to be eaten by a bug-like alien. That's like the worst cosmic joke I've ever heard._

Kelsey snapped her gaze over to The Doctor at his threat. His eyes were dark and…almost cold. She swallowed, thinking back to what he'd said earlier about getting her back to Earth in one piece, and how he couldn't afford for her to get hurt.

_Why's he so determined to protect me_? she wondered, then winced when the guard tugged up on her arm harder, biting back a yelp.

Sha'r'la grinned, her eyes widening in amusement. "Such a threat to protect one meager human." She turned Kelsey's face back toward her own, her three fingers cold against the girl's hot skin. "One insignificant little human, Doctor. I don't understand why you would choose one so small and weak for a mate," she said, continuing with her teasing. "But then we all have our little…fantasies, I suppose." Her gaze was hungry. Kelsey could practically see the images flashing through Sha'r'la's mind—images of her sinking her teeth into her human flesh, swallowing her warm blood down her throat.

Kelsey jerked her face from Sha'r'la's grip, glaring up at her. The guard yanked her arm again, and she swallowed another yelp, screwing her eyes shut for a moment. She opened them again, tears burning her eyes.

"You take me lightly Sha'r'la. But you mustn't forget. I'm The Doctor. And I protect anyone and everyone from threats and harm. But most of all, I only ever give one chance." He snapped before pulling another charger from his pocket, this one a bit smaller than the others, and throwing it fast and hard towards the tall alien. As it sailed through the air he pulled out his sonic screw driver and with a quick shout to shield her eyes directed at Kelsey, he detonated it.

The single charge exploded sending sparks and burnt metal and plastic bits raining down on them. A high pitched shriek from Sh'r'la sounded as the guard released Kelsey to cover his eyes and face as the hot sparks and small cloud of smoke fell on them. The Doctor ran across the boiler room pushing the tall alien woman out of the way and shoving Kelsey past the guard and out through the door. "Go! Run! Get back to the TARDIS!" He ordered as he shoved her down the hall.

Stumbling Kelsey bumped into a poorly put together bit of piping that slithered out of the wall causing the metal to crack and a spray of white liquid to drench her head and shoulders. She let out a yelp but continued running, The Doctor urging her onward as she tried to wipe the liquid from her eyes.

Once they made it outside The Doctor leaped over the railing, forgetting the stairs completely. As Kelsey rounded the bottom step he took her hand and started pulling her away from the building.

"Come on!" He said. "I started the countdown half way back there. It's gunna blow in a moment!" He yelled as they started running and sliding and slipping up the hill, desperate to make it to the top.

Standing at the top of the hill was the Podish, looking down at them, ears perked, blue eyes wide and curious.

It was as if the Podish had returned to tell them something, then simply waited for them to return. It watched them scramble up the hill, backing away as they finally made it to the top.

Kelsey had only a moment to take a quick breath before The Doctor pulled her to her feet once more and they took off running back towards the TARDIS, the Podish skittering along behind. The blue box stood in the field of white grass where they'd left it, sticking out like nothing else. How did the TARDIS not get noticed more often? It was just so out of place!

When they were about twenty steps from the TARDIS, they both stopped and spun around as an explosion shook the ground and resounded through the air. They could just see the smoke cloud over the hills in this distance, as well as bits of metal raining down.

A cold breeze blew past them, the Podish coming to sit next to them on the grass. "Do you think she made it out?" Kelsey asked softly, rubbing her sore shoulder.

The Doctor gazed at the smoke and the sparks rising high into the sky for a moment before looking sideways at Kelsey. He hadn't released her hand, and the sleeve of his jacket was now soaked in the same liquid that had drenched Kelsey back in the factory. He looked back towards the smoke cloud. He'd noticed a shimmering light through the smoke clouds but didn't bother pointing it out.

"It doesn't matter now. If she did she'll be arrested. If not, it was her own fault." He finally released Kelsey's hand and unlocked the TARDIS, opening the door and walking in, the Podish trotting in after him.

Kelsey wrung out the ends of her hair as best she could as she followed The Doctor into the TARDIS, side-stepping to avoid the Podish. Her shoes sloshed slightly with each step she took.

She sighed shortly, sitting down on the steps that led up to the control panel. She shrugged her jacket off, setting it on the step next to her. "Well. That was…" She turned to look The Doctor, wringing out the end of her shirt. "Do these sort of things always happen—the dangerous things, I mean?"

"Oh yeah. But usually there worse. Astronomically worse. This was more of a milk run, I mean besides some sore muscles and that hair of yours, things went pretty well." The Doctor said as he started messing with dials and thing of the TARIDS, glancing back when the Podish jumped up on the wobbly seat and curled into a ball, perfectly content to just lay there. "Oy, and what do you think you're doing? You can stay there until we leave, but not a moment longer you hear me?" He said before going back to messing with dials.

Kelsey nodded. She could only imagine things worse than this—nearly getting eaten by a bug lady and blowing up a factory. She laughed softly. "I guess I should be grateful then that this was just a—as you put it—'milk run'. Yeah, all things considered, we— Wait. My hair? What about my hair?" She tugged at the ends, trying to get a good look at it.

She gave a frustrated huff and jumped up from where she was sitting. She ran around the controls, stopping in front of a reflective surface. Her jaw dropped and she ran her fingers through her hair. "What the— I— How did— What the heck did I get sprayed with in there? I… I'm blonde!"

* * *

**Authors Note: Please leave a review if you so feel inclined. **


	6. Chapter 4

**Authors Note: Thanks goes to Theta-McBride and notwritten for reviewing the last chapter. **

* * *

Chapter Four

* * *

The Doctor gazed over the controls at her as he continued messing with knobs and dials, his eyes a bit wide at her reaction. Even the Podish had looked up, ears perked. The Doctor looked down to type something on the old fashioned type writer.

"I'm not completely adverse to blonds." he said with a slight shrug of his shoulders. A ding sounded and he stepped away from the controls, putting his hands behind his back and gazing at her.

Kelsey blushed, her eyes widening a bit. "Um…what?" What did he mean by that?

She turned back to her reflection. Oh Lord, I look my mother… I swore I'd never go blonde! Oh geez… Is this permanent? I hope it's not permanent.

The Doctor scratched the back of his head a bit awkwardly, not exactly sure why she was reacting the way she was reacting. He hadn't said anything rude had he? It was so hard to tell now that... well, now that no one was around to point out when he was being rude, he found it a bit difficult to understand some peoples reactions.

He looked at her over the TARDIS' control board, not sure exactly what to say. What was so wrong with being blonde? He liked blondes. It wasn't like he was going to kick her out in the middle of space because she was blonde. And despite popular belief of the era being blonde did not make you stupid. So why was she freaking out about it?

Kelsey cleared her throat at his silence, still blushing, shifting her gaze away. She ran a ran through her newly changed hair, tugging on a strand nervously. "I mean, uh… Thanks."

Had he not realized that that could've been perceived as a come-on? Surely he hadn't meant it that way, but still…

The Doctor tapped his hands on the control board for a moment as silence descended between them.

"So..." He looked around his eyes avoiding her a moment before landing on her. "...I supposed after all that you want to go home?"

I looked at her waiting for her answer, face blank but eyes very much open and expressive. The idea of her leaving after such a short trip saddened him a bit. He wanted to show her so much more. This planet had many more hidden beauties and mysteries that he could show her.

She looked at him for a long few moments. His otherwise expressionless face didn't fool her—she could see the apprehension in his eyes. Her heart ached dully and she thought for a second.

Then, with a smile, she shifted her gaze to the Podish sitting on the seat behind The Doctor. "What do you think, little guy? Is it time to go back to Earth?"

As if the Podish knew exactly what she was saying, it hopped down off the chair and scurried over to her. It bounced up and down against her leg, purring.

She laughed a little down at the creature, then looked back at The Doctor. "Well, that settles it. We're not going home just yet." She winked and smiled, her nose scrunching a little. "You can't get rid of me that easy. It'll take a lot more than a near-death experience, a buggy alien, an explosion, and an impromptu hair-dying to scare me off, Doctor."

The Doctor grinned from ear to ear, excitement shining in his brown eyes.

"That's great. You won't regret it!"

The Doctor and Kelsey spent the rest of the afternoon exploring the planet, their Podish companion following along behind them. As the day began to slowly come to an end and the temperatures gradually began to drop The Doctor took Kelsey back to the TARDIS where they stood leaning against the painted wood looking up at the sky. The powdered crystal beneath their feet had began to harden and crunched with their movements. Fog formed around their noses and mouths as they breathed the frigid air.

They stood out looking up at the stars as the sun began to set behind one of the larger planets behind them. They stood and starred up at the single moon that had a wide orbit and drew near to the planet.

He pointed up at the sky.

"You see the sky? Want to know why it's changing hues like that? It's because of the other planets in his galaxy. They're all so close that when the sun begins to set it casts each planet into different kinds of lighting."

He smiled up at the stars.

"Of all of the planets in all of the galaxy's throughout the universe, this is perhaps my favorite one to watch the sunset." He pointed. "Although watching from the third moon over there is nice to." He chuckled.

Kelsey laughed softly, staring up at the color-changing sky with wide, awestruck eyes. It was all so beautiful that she wanted to cry.

"Wow…" she breathed, a cloud forming around her mouth as she spoke. "I… This all so… If I said 'beautiful' again, I would feel like I was damning this sight with faint praise." She laughed a little. "But I can't think of many other words. It's just…" She shook her head a little. "This morning, I didn't even know this place existed. It makes me wish I could go back in time and kick myself in the shins."

She smiled softly as she looked at the view before them. "I never thought I'd find anything like this bearable again—the ice and the cold. Now I think they're part of some of the most beautiful things I've ever been fortunate enough to see."

She looked up at The Doctor, still smiling. "And it's all thanks to you, Doctor." She chuckled. "Heck, I should be thanking you for more than that. How many girls can say they attempted to tell off a poacher and helped blow up her factory?"

The Doctor smiled.

"Well, not many could say that exactly." He pushed off of the TARDIS and turned towards her. "Come on, before it gets much colder." he pushed the TARDIS door open and followed Kelsey in. He closed the door and flung his coat over one of the coral railings, eyeing the Podish that was curled up on the wobbly seat. He eyed Kelsey as he walked around the controls.

"You know, if we go back now it will be nearing eleven PM, Earth time." He said, sticking his hands in his pockets and leaning his hip against the control board. "If you want, you could camp out here on the TARDIS. Go back in the morning."

He paused for a moment, his brows furrowing. "Was that rude? I can never tell."

Kelsey walked over to where the Podish had curled up, stroking its back absentmindedly. "I've met many a person who couldn't tell if they were being rude or not. At least you have the good sense to ask about it."

She smiled at The Doctor. "And I like the idea of a camp-out. Haven't had one of those in eons. If you're sure it's no trouble, I'd love to."

She still didn't want to go home just yet. She wanted this adventure to last as long as possible—keep thoughts of her life back on Earth out of her mind for just a while longer.

The Doctor smiled and waved her commented away.

"Of course it's no trouble. I've got plenty of room." He paused. "Uuuuh, but I currently only have three bedrooms. They're ah, not...really, ...clean right now though." He tapped his fingers against his chin and lips in thought. "Uh would mind a sleeping bag? I could get you several of those, and you could lay them out to soften the floor or something?" He asked running his fingers through his hair.

"Only three bedrooms?" she asked. How big is this place?

She shook her head, smiling again. "Sleeping bags are fine, Doctor. I've had to live in those before. I'm not picky."

She was thinking of her family's many camping trips when she was younger. Her parents had had this thing for the "great outdoors" that Kelsey had never quite shared but mostly tolerated. Regardless and as a result, she'd grown to find sleeping bags quite comfortable. She had no doubt she'd sleep well even if she had just one.

The Doctor smiled and quickly vanished up the stairs and out of sight. She could hear him running around in the back of the ship, hearing occasional bangs and vague curse words. "I FOUND THE CLOSET!" He shouted out triumphantly followed by another bang, a crash and a curse word.

A moment later he returned, trotting down the three or four steps back down into the control room. He dropped the arm full of fluffy sleeping bags onto the floor near the wobbly seat.

"I brought you a lot because, even with the TARDIS' heating system on it will get a bit chilly in here." He said in an apologetic tone, sticking his hands in his pockets. "One of the many problems with camping out on an ice planet."

Kelsey put her hands to her face, laughing as she heard The Doctor running about the TARDIS and heard the things falling and crashing on him amid his muttered curses. She didn't want him to hear her laughing just for his own sake, but it was too funny. She couldn't help herself.

She pressed her lips together as he came back down with the sleeping bags, trying to look like she hadn't just been busting up laughing. The Podish jumped as The Doctor dropped the sleeping bags to the floor, and it was all she could do not to start laughing again.

"Thanks so much," she said, smiling. "And don't worry about me. I'm notorious for sleeping anywhere and everywhere. My mom used to say that I could've slept on a bare rock and been comfortable."

She started arranging some of the sleeping bags on the floor of the control panel's platform. "Oh, hey. Quick question, Doctor." She looked up at him. "Those aliens from before—how come I could understand them? I'm guessing not many aliens actually speak English, and alien languages aren't exactly typical college courses. Well, except for, like, Kryptonian and Vulcan and Klingon—things like that. I'm pretty sure I wasn't speaking any of those," she said with a soft laugh. "So…what happened there?"

The Doctor leaned his hip against the wobbly seat and watched her sort through the sleeping bags as the Podish jumped from the seat and began circling her, no doubt waiting to curl up in the the middle of the warm sleeping bags.

"Ah that would be the TARDIS. She gets in your head and translates everything for you." He said with a smile. "That's why you could understand and communicate back there." He smiled. "Kryptonian, Vulcan and Klingon huh? That's brilliant." He said with a smile before letting out a sigh, scratching the back of his head. "Well, the kitchen is back there, straight up the stairs. If you need anything help yourself. You have your choice of bathrooms." He pointed over his shoulders. "up the stairs, there's one on the right, than further down, if you take a left there's another one. And, I think there's one right off of the kitchen but I could be wrong. That may be the washroom."

"Gets in my head?" she asked. "Like, psychically?" She gave a little nod. "Hmm. Alright then. As for the alien language classes—yep. Unfortunately, my school wasn't cool enough to offer them."

She listened to his instructions, nodding as he pointed in various directions. She laughed softly. "Thanks, Doctor. I'm sure I'll find my way. …Though, if I get lost, it's you I'll be shouting for."

He smiled and tilted his head to the side as he pushed off of the seat.

"If you get lost and shout, I'll come running. Sleep well. G'night." he said waving at her before turning and heading up the stairs and vanishing down the hallway.

The Podish looked up at Kelsey and let out a cherpish bark sound before purring, it's ears turning this way and that. It looked from her to the sleeping bags and back again, it's tail waving like gentle ripples across the water surface behind it.

Kelsey smiled. "Goodnight, Doctor."

She looked after him for a long few moments, still smiling and blushing a little.

The Podish's bark startled her from her thoughts, and she looked down at the impatient creature. She smiled, then looked back up towards where The Doctor had gone. "Don't meet many guys like that on Earth, Poddie." She smiled. "Come on. Let's go find the bathroom."

The Podish gave a light huff, but followed after her as she ascended the stairs on the other side of the panel. She went to the right and opened the first door. As The Doctor had said, it was indeed a bathroom—small and simple. The Podish followed her in and waited by the door while she washed her face and tied back her newly lightened hair with a hair tie from her wrist.

Even though they'd been walking around and running and everything all day, Kelsey didn't feel hungry. And she didn't feel like venturing to the kitchen just then. So she and the Podish shuffled back down to the control room, where their bed of sleeping bags was waiting.

Kelsey took her jacket off and laid it over the railing around the panel, then slipped her sneakers off and set them under her jacket.

She then slid down in the sleeping bag she'd left zipped up, pulling a couple more over her as extra blankets. She'd folded a fourth in half, laying it out like a long pillow. She rested her head down, sighing quietly. The Podish trotted over, curling up on the sleeping bag next to her head.

Kelsey looked at the Podish for a moment, then turned to look up at the ceiling of the TARDIS. She laid awake for quite some time, replaying everything that had happened over the course of this long yet short and all-around wonderful day. Meeting The Doctor, arriving on Glacia 4, the Podish, the slippery hill, the factory, Sha'r'la and her goons, stopping Sha'r'la, discovering her own change in appearance, then just exploring the planet.

She smiled to herself. It was more than she could've ever dreamed of.

She exhaled. "Goodnight, TARDIS."

As if she'd said the magic words, the lights dimmed in the room.

Kelsey's eyes widened, and she pursed her lips. "…I shouldn't be surprised, right?"

The Podish purred quietly.

"Yeah, you're right." She rolled back over onto her side, reaching a hand up to pet the Podish's head.

"If you get lost and shout, I'll come running."

She smiled again. "One of a kind, that one." She yawned and settled down lower into the sleeping bag, curling her legs up a little and folding her arms in front of her. "G'night, Poddie."

The Podish chirped quietly in reply, closing its eyes and settling down as well.

As the night went on, Kelsey, Poddie the Podish and The Doctor slept peacefully. No noise of the wind or cries of creatures disturbed the comfortable slumber of the residents sleeping protected within the TARDIS.

As the sun began to rise over the planet the TARDIS began to make it's usual noises, no longer quieted due to rest. The sound of movement else where signaled that The Doctor was awake and about.

Kelsey stirred slightly as she became aware once again of the Podish's purring. Her eyes cracked open, and she realized she'd slid down in her sleeping bag. She'd always done that on every camping trip she'd ever been on. She'd start out with her head on the pillow and, by the next morning, she'd be curled up near the bottom of the sleeping bag to keep warm.

She sleepily rubbed her eyes, sighing quietly. She looked down toward her feet.

And about ten pairs of big black eyes looked back.

She yelped, scrambling to get out of the sleeping bag. She nearly tripped over the Podish trying to get away (causing it to jump up and cry out in panic), scurrying up onto the rail around the control panel. She stared down at the little moving lumps in the bottom of her sleeping bag, eyes wide as she tried to catch her breath.

Scurrying out of the sleeping bag were about ten DuOlfodims, chirping and squeaking as they looked up at her. The Podish gave them a look before curling back up and going back to sleep.

Kelsey closed her eyes, exhaling heavily. "Oh, it's just you guys…" She slid down off the railing and put her hands on her hips. "A little announcement would've been nice."

The DuOlfodims blinked up at her innocently, chirping apologetically.

Kelsey laughed softly, shaking her head. "Alright, alright, I can't stay mad at such adorable faces." She sat back down on her sleeping bag, smiling at all the little puffballs.

The Doctor walked into the control room, hair damp, fluffy white creature perched atop his head and a cup of tea in his hand.

"Morning." He said, his eyes a bit tired as though he'd been struggling with the fluffy DuOlfodims since he'd been awake.

Kelsey looked up at The Doctor. "Good morning. I slept great, thanks to these little guys." She smiled. "See you made a friend as well." She laughed a little, looking at the little DuOlfodim on his head.

He looked up at the fuzzy creature chirping happily on his head. He sighed and smiled.

"Yeah. There's about seven still in my bed. This one thought my head needed heating after a shower." He stated taking another sip of his tea.

Kelsey laughed softly and shrugged. "Makes sense to me." She glanced back up toward the bathroom. "Speaking of which, I think I'm gonna slip up there and take one myself, if that's alright."

A DuOlfodim waddled over and hopped into her lap.

Kelsey smiled. "With you, and with this guy here."

The Podish looked up, giving the DuOlfodim the dirtiest look Kelsey'd ever seen any animal give. "Now, now, no need to get jealous, Poddie. I still love you too," Kelsey said with a soft laugh.

The Doctor smiled.

"Sure, fine with me. If you find a DuOlfodim in the bath with you it's perfectly normal, and no matter how many times you push it out it will just get back in. Believe me I tried with this little one." He said pointing up at the creature trilling atop his head.

The DuOlfodim in Kelsey's lap hopped up onto her shoulder, trilling quietly. Kelsey smiled. "Good to know." She laughed softly. "Reminds me of a cat I had as a kid. He'd try to get in the shower with you until he realized, oh hey, the water's still on." She rolled her eyes and smiled as she stood. "Okay, be back soon."

She hopped up the stairs toward the bathroom, the DuOlfodim clinging to her shoulder, and the Podish following along behind her. "Guys, seriously?" She sighed. "Goodness me…"

While Kelsey showered The Doctor did another check of the TARDIS before heading back to his room to attempt to get all of the DuOlfodim's out of his bed. He managed to get them all out into the control room, but as far as getting them out through the door he was failing. For every one he got out two more would get in.

By the time he heard the shower turn off there were no less than twenty-five furry little creatures hopping around the TARDIS control room. He leaned against the control panel arms crossed brows furrowed. But even though he was trying his hardest to look cross he found it difficult to not smile at the trilling little creatures hovering around his naked feet and the ones attempting to climb up onto his shoulders and head.

Apart from the DuOlfodim on her shoulder, two more had followed Kelsey and the Podish into the bathroom. As The Doctor had warned, they hopped right into the shower with her, trilling as they shook water from their fluffy fur. Kelsey laughed as she scrubbed at her skin and hair, watching the little creatures hop around the floor and sides of the shower.

The Podish had opted to wait outside the shower for her. It'd curled up on the counter on a hand towel, dozing as Kelsey laughed and sang softly.

When Kelsey was satisfied that she was clean, she shut off the water and grabbed a fluffy towel off the rack by the shower. She dried herself off as best she could, wrung out her hair, and wrapped the towel around her.

The DuOlfodims hopped at her feet, following her out of the shower. One immediately made its way onto the counter, up her arm, and onto her head, nuzzling her wet hair. One rested on her left foot, and another on her right shoulder. The Podish didn't stir as Kelsey gently shooed the DuOlfodims away so she could put her clothes back on.

Once she was dressed again, Kelsey raised the towel to the mirror and wiped away the steam that had fogged it up. She looked away to put the towel back on the rack, then turned back to the mirror, running a hand through her hair. When she did, her hand froze in her hair and her eyes widened. She swallowed and pulled a strand of her hair around to look at it.

"Um…okay…" she said to herself. "Don't panic. Um…" Trying to remain calm, she turned and left the bathroom, a DuOlfodim still on her head and the other two and the Podish following behind.

She walked down into the control room, quickening her pace a little as she went down the stairs, snapping the hair tie on her wrist. "Um, Doctor? We have a bit of a situation here…" she said, gesturing to her head.

The Doctor, removing the furry little creature form his head, turned to look at the young woman who entered the control room and paused. He gazed at her, eyes a bit wide, lips parted. He inhaled as though to speak but no words came as he looked at her.

Standing starring back at him Kelsey stood, lips slightly parted and shielded panic flashing in her blue eyes. A forced calm settled over her as she looked at him. Waiting.

The Doctor gazed a moment longer before a bubble of laughter burst from his lips and he laughed unrestrained at her misfortune.

"Your hair is blue!" He laughed out, leaning his hand on the control panel as to anchor his weight.

Kelsey pursed her lips slightly and put her hands on her hips. "Yes, it's blue!" She marched down the rest of the steps and stopped a few feet away from The Doctor. "BLUE!" she cried, causing her following of creatures to jump. "The question is why? I mean, I always said I wanted to put some blue in my hair, but this is just outrageous!"

The Doctor buttoned up quickly, sticking his hands into his pockets and swaying his body in a slightly childish, bashful manor before leaning his back against the control board.

"It's probably just a reaction due to the chemicals. They weren't fully processed so there's bound to be certain...side effects. Be thankful that your hair didn't fall out! The cell structure of your hair is distinctly different than that of the fur of the creatures who live on this planet." He stated simply. "I'm sure once it dries, it will go back to its...uh...blond state." He finished, looking at her as though he wasn't a hundred percent sure of his words.

Kelsey rolled her eyes and smiled at his teasing. "I think I will. Don't wanna be walking around with wet hair while we're still on an ice planet."

Kelsey glanced at him. "Before you go home." Why had that statement sounded more than just a little sad? Home, she thought. Right. Back to phone messages and minimum wage. …Lord, is that really all I have waiting for me back home? That's just sad.

She picked up the Podish, cradling it in her arms, then looked at the DuOlfodim that had made its way back up onto her head. "And we have to get all these little guys out of the TARDIS before we leave, don't we?"

The Doctor looked around the room, dusting several DuOlfodims off of the controls before looking back at Kelsey.

"Yes. The DuOlfodims must stay put, here on the planet." He eyed the Podish cradled in the young woman's arms. "But you know...if, you bought a few...trinkets online, along with some...not so honest papers...you could," He paused.

"Well...you could keep that little guy as some really rare, nearly extincted breed of cat or something." He scratched at the back of his head as he gazed at her. "After all...it seems rather attached to you. Probably thinks you its mother."

A wide smile spread across Kelsey's face. She hadn't had a pet since… She didn't even know when. This was one of the best things anyone could've ever said to her.

She set down the Podish and jumped over to The Doctor, throwing her arms around him. "Thank you, thank you, thank you! You're the best!" Without waiting for a response, she turned and jogged back up the stairs to use the hair dryer in the bathroom. "Come along, Poddie. …I'll come up with a better name for you, I promise. People might think that name's a little… Well, they'll think I named you something else. So we'll have to think on that." She nodded to herself as the Podish trotted along after her.

Once Kelsey's hair was dry and back to his not so natural blond color, The Doctor started up the TARDIS and began moving about the controls flipping switches and pushing button and turning dials, the whole time stepping over and reaching around the furry little creatures that seemed reluctant to leave the TARDIS.

"Alright, and here we go, hold on to something." He yelled over the rumbling and screeching of the TARDIS as it began to phase away. As they clung to stop from falling over as the TARDIS shook and trembled, they noted the DuOlfodims fading away. Soon they'd vanished completely. The TARDIS had left them all back on the planet.

Kelsey looked around, eyes widening slightly at the disappearing DuOlfodims as she clung to the railing around the control panel. "Well, that's handy," she commented to herself.

She picked up the Podish and held it to her chest. She looked towards the TARDIS doors. There's space out there right now, isn't there? Well, bye-bye, Glacia 4 and DuOlfodims. Nice meeting you.

She looked over at The Doctor. Headed back to Earth now, I guess. Doesn't even feel like I've been gone that long. Like it's only been hours, not a whole day. Maybe that's just what space travel does to you. I mean, with Earth technology, it takes months and years to get anywhere significant, right? Maybe time just sort of…loses meaning when you travel in space.

Still…home. Not much of one. But I suppose I have to go back. It's not like I could stay, even if I wanted to. That would be far too forward of me—to ask to stay. No, I can't.

So I guess it's back to shelving books and just getting by and being "fine" and "okay."

A moment later the TARDIS came to a shuttering halt before growing very still. The Doctor steadied himself before looking over to make sure that his passengers were okay. Thin lipped, he walked to the doors of the TARDIS and opened one of them, standing aside.

"Home sweet home."

Kelsey looked toward The Doctor and the doors for a moment before pushing herself up off the railing. The Podish still in one arm, she straightened up and walked towards The Doctor. She tried to swallow a lump in her throat as she picked up her bag and slung it over her shoulder, trying to tell herself that there was no reason to be getting emotional.

But there was, wasn't there? All that she'd seen since she'd run into the strange blue box in the middle of downtown… And she was just supposed to go back to her life? Now that she knew all that was out there? Mere hours before, she hadn't even been sure about the existence of aliens. Though she hadn't discounted it, what with all the odd things that had happened in London a few years before. But now she'd just traveled who knows how many millions of lightyears away from Earth with an alien who looked like a human in a spaceship that looked like a police box, not to mention all the things they'd done on a planet known as Glacia 4.

How was she supposed to just carry on after something like that?

She cleared her throat quietly and walked closer to The Doctor and almost cautiously—as if another alien creature would be waiting to devour her outside the safety of the box—stepped out of the TARDIS and back onto the concrete of downtown.

The Doctor followed her out and leaned against the TARDIS arms crossed. The mall was just as empty as it had been when they left. A light breeze was now blowing and pink flower petals followed it, filling the air with a slightly sweet smell that was nearly drowned out by the smell of concrete, fast food and car exhaust.

"So, I suggest you don't let Poddie run off. No need to take him to the vet or anything either. Just, keep him as an indoor pet and he should be fine." He said nodding towards her. "They can live anywhere after all. Adaptable little creatures."

Kelsey looked down at the Podish as he spoke, the nodded and looked up. "Right, thanks."

She looked at The Doctor for a long few moments, scattered pink petals spiraling through the air between them. She swallowed. What could she say to him—this man leaning up against that mad blue box? The man who'd helped her forget her troubles for a little while and opened her eyes up to all that was really out there?

What sort of farewell could she give this traveler who was perhaps just as lonely as she was? No, that couldn't be. He was surely more lonely than she. That only made it worse. How on earth could she say goodbye and walk away?

She gave him a small smile. "Thanks, Doctor. Thank you so much. Really. It was great to get away for a while, and… Gosh, everything you showed me and told me…" She shook her head a little. "I can't even believe it. It was…fantastic." She laughed softly. "I'll never forget this." She smiled down at the Podish. "And I know Poddie won't either."

Kelsey looked back up, feeling tears welling up in her eyes. Her stomach was churning, butterflies of a different sort flitting through her insides. She'd never liked goodbyes. She'd had far too many of them already in her life. She didn't want to leave. But she had to. Walk away, Kelsey, she told herself. Just turn around and walk away, head held high.

She gave The Doctor another smile. "Thank you, Doctor." She turned and started away, biting her lip. No need to drag it out, right? Just needed to get it over with—like ripping off a band-aid.

The Doctor watched her go a slightly crestfallen look upon his face. Pushing off of the TARDIS he turned to leave himself before stopping and turning back round to watch after Kelsey's retreating back.

He watched as she walked farther and farther away from him, the sun catching in her blonde hair. He could see the twitching tale of the Podish still cradled in her arms. He swallowed the lump in his throat and opened his mouth to speak, "Come with me."

Kelsey stopped in her tracks, blinking. Did he just say…what I think he just said? Even the Podish's ears had perked up.

She turned, her brow furrowed. "What?"

He took several steps forward as she turned around and repeated himself.

"Come with me." He glanced back at the TARDIS before looking back at her. "There's so much more out there… so much more that I could show you. It's a big universe." He shrugged his shoulders, crossing his arms again and leaning back against the TARDIS in attempt to hide the eagerness that had had him step nearer towards her.

Kelsey's breath caught in her throat at his poorly hidden eagerness. She almost dropped the Podish as she stared at The Doctor.

"It's a big universe."

She already knew the answer, but she asked anyway. "R-Really? A-Are you serious?" She looked down, thinking for a moment.

Could I do it? she thought. Could I really leave? Go with him for who knows how long? Not like I'd really be missed by many people… Not by anyone, really. I don't have any friends. My boss would probably just think I decided not to show up for work or that I just up and left. People do that in this town. It wouldn't be anything new. Yeah…I could do it. I could go.

Kelsey jumped at a vibrating in her bag. She closed her eyes, sighing and looking at her bag. The vibrating didn't stop. Geez, how much had he texted her in the last day?

He glanced at her bag before looking back up at her. He scratched at his cheek before speaking.

"It won't always be safe." He said honestly. "There are dangers out there so horrific it could drive a man mad. And wonders beyond imagination."

Kelsey looked up from her bag as he spoke. She didn't take his warning lightly. She'd seen firsthand how easily they'd come across danger. She'd almost been eaten by a giant bug and they'd blown up a factory. And it went without saying that there were worse things out there. She'd seen science fiction movies, read the books.

She shifted the Podish in her arms. "Something tells me, though, that the wonders might just outweigh the dangers." She gave him a small smile, tilting her head. "If it was all horror and danger, would you be asking me to come with you?" She looked at him. "Don't answer that."

She looked at her bag again. Dang it… He'd probably be the only one to do something if I didn't contact him for some time. She bit her lip. "I just… I don't know if I'd be able to leave without anyone—someone—trying to find me. I mean…who knows how long we'd be gone." What am I saying? Am I seriously trying to tell him that I want to stay? Have I totally lost it?

"Yeah. Yes." He scratched at the back of his head a bit awkwardly. "Well...yeah. Umm...I understand."

He looked at her. He knew she wasn't happy with her life, but he would never force her to go with him. If she chose to stay, he'd go on with out her. Just him and his TARDIS.

Kelsey scrunched her mouth up to one side, biting the inside of her mouth. Her phone vibrated again.

She looked at The Doctor. "Screw it. What's life if you don't go traveling through space and not contact people you don't want to talk to anyway while you're gone? He'll just have to suck it up and hopefully take my probably long silence as a hint. A strong hint, and a very blunt one, but oh well." She smiled. She knew she'd feel guilty about just leaving without explanation later, but she'd cross that bridge when she came to it.

"If you're sure you wanna take a mess like me along, Doctor, and if you trust me in your ship…then I'm yours."

The Doctor beamed, the excitement filling his eyes as he stepped away from the TARDIS and approached her.

"You know. No reason to feel bad about the explaining to a certain unnamed someone." He said clasping his hands behind his back as he looked down at her. "Because, it just so happens that the TARDIS is also a time machine." He beamed down at her. "I can bring you back to this exact time and place anytime you'd like. You don't have to be missed at all."

Kelsey blinked up at him. "A…time machine." She leaned to the side a little, looking at the TARDIS. Then she stood back up and looked at The Doctor. "A time machine?" She laughed softly, putting a hand on her hip.

"I'll believe a spaceship because you proved that one easily enough, but…a time machine? Really? It travels in time, too?" She smiled. "Are you funnin' with me, Doctor?"

He beamed at her before pointing a finger at her as he stepped backwards towards the TARDIS door.

"Just you wait, I'll prove it to you ms. Johnson!" He vanished a moment later, closing the TARDIS door behind him. A moment later the light atop the blue box began to flash and the screeching sound echoed throughout the out door mall and the TARDIS gradually faded away into nothingness. Flower petals swirled around in the back draft left by the TARDIS's departure.

**Authors Note: Long chapter is long, so I'm cutting it off there. Hope you enjoyed. **


End file.
